Annual Report 2010 - Sumitomo Dainippon Pharma
Transcription
Annual Report 2010 - Sumitomo Dainippon Pharma
Dainippon Sumitomo Pharma Co., Ltd. Annual Report 2010 For the year ended March 31, 2010 Poised for Global Growth Profile Dainippon Sumitomo Pharma Co., Ltd. (DSP) was formed on October 1, 2005, with a corporate mission “to broadly contribute to society through value creation based on innovative research and development activities for the betterment of healthcare and fuller lives of people worldwide”. In 2007, we established our Mid- to Long-term Vision focusing on establishing a solid foundation for our domestic business, expanding our international business operations, and enriching our R&D product pipeline to realize our future vision of the Company in ten years. We have also set the goals of becoming an internationally competitive R&D-oriented pharmaceutical company and establishing two solid mainstreams of revenue, from domestic and international operations. After completing the first Mid-term Business Plan, we have launched the five- year second Mid-term Business Plan starting in the fiscal year ending March 31, 2011 to move Dainippon Sumitomo Pharma to the next stage. Disclaimer Regarding Forward-Looking Statements The forward-looking statements in this annual report are based on management’s assumptions and beliefs in light of information available up to the date of publication, and involve both known and unknown risks and uncertainties. Actual financial results may differ materially from those presented in this document, being dependent on a number of factors. Information concerning pharmaceuticals (including compounds under development) contained within this material is not intended as advertising or medical advice. Contents Financial Highlights 2 Message from the Chairman and President 3 A message to shareholders and investors from Chairman Kenjiro Miyatake and President and CEO Masayo Tada 4 Interview with the President President Tada explains in an interview the steps that DSP is taking toward transforming into an internationally competitive R&D-oriented pharmaceutical company. 9 Feature: A Global Franchise Dialogue: DSP President Tada & Sepracor President and COO Iwicki President Tada and Sepracor President and COO Mark Iwicki discuss topics, including the significance of the merger, the position DSP aspires to attain and synergy between the two companies. Research and Development 16 Manufacturing 22 Marketing 24 Non-pharmaceuticals Operations 30 Social Responsibility of Dainippon Sumitomo Pharma 31 Corporate Governance 42 Board of Directors and Executive Officers 44 Financial Section 45 Corporate Data 79 Note: Sepracor Inc. is scheduled to change its corporate name to Sunovion Pharmaceuticals Inc. by the end of 2010. Annual Report 2010 1 Financial Highlights Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2010, 2009, 2008, 2007 and 2006 (Fiscal years 2009, 2008, 2007, 2006 and 2005) Millions of Yen Percent Change Fiscal Year (FY) 2009 For the Year: Net sales Overseas sales Overseas sales as a percentage of total net sales Operating income Net income R&D costs 売上高 Capital expenditures Depreciation and amortization 国内+海外 (億円) 2 EBITDA海外 3,000 2,963 2,612 2,640 2,640 296,262 53,015 264,037 22,051 263,993 24,521 99 Financial Indicators: 0 ’ 06 ’ 07 ’ 08 Operating margin 11,870 62.8% 200,538 48,802600 34.5% 606,968 200 221 ’ 09 ’ 10 (3月期) ROE Equity ratio 3,185,613 570,054 18,650 営業利益 11,455 (億円) 56,448 41,970 当期純利益 500 456 0 391,295 324,496 312 289 226 52.75 864.51 100 18.00 (億円) 398 530 12.2% 140.4% 552,376 69,581 300 1,000 Net income Net assets Cash dividends 220 245 9.3% 39,814 14.3% 25,592 4.9% 47,266 (2.7%) 研究開発費 15,491 (38.8%) 626,743 343,483 Per Share of Common Stock: 2009 17.9% 8.4% 35,625 31,166 20,958 19,988 51,371 52,819 営業利益/当期純利益 6,471 10,569 400 Total assets Net assets 2,000 2009/2008 2,458 2007 At Year-End: 2008 Thousands of U.S. Dollars (Note 1) 154 399,791 356 318,278400 256 Yen 50.30 816.49 18.00 210 200 300 ’ 07 11.8% ’ 08 ’ 09 ’ 10 6.2% 82.9% 15.1% 8.2% 79.6% (3月期) 0 528 473 60.2% 409 5.9% Percent Change 296 514 U.S. Dollars (Note 1) 4.9% 5.9% 0.0% 0.57 9.30 0.19 ’ 06 07 ’ 6,739,172 3,693,366 64.39200 800.63 18.00100 06 12.0% ’ 6.3% 54.8% 500 383,065 225,355 ’ 08 ’ 09 ’ 10 (3月期) Notes:1.The U.S. dollar amounts in this report represent translations of Japanese yen, solely for the reader’s convenience, at the rate of ¥93 = US$1, the approximate exchange rate at March 31, 2010. 2. Earnings Before Interest, Taxes, Depreciation and Amortization 3. Overseas sales, total assets and depreciation and amortization increased significantly due to the acquisition of Sepracor Inc. Net Sales Operating Income/Net Income Domestic + Overseas Overseas 296.3 (Billions of yen) 300 Operating income Net income (Billions of yen) 50 R&D Costs (Billions of yen) 60 45.6 261.2 264.0 264.0 245.8 52.8 50 39.8 40 35.6 200 30 28.9 25.6 22.6 20 100 2 9.9 ’ 05 22.0 ’ 06 24.5 ’ 07 Dainippon Sumitomo Pharma Co., Ltd. 29.6 21.0 20 15.4 53.0 0 30 20.0 40.9 40 31.2 51.4 47.3 10 10 22.1 ’ 08 ’ 09 (FY) 0 ’ 05 ’ 06 ’ 07 ’ 08 ’ 09 (FY) 0 ’ 05 ’ 06 ’ 07 ’ 08 ’ 09 (FY) Message from the Chairman and President We have strengthened our international operations with the acquisition of Sepracor Inc. Overview of the Past Fiscal Year In the fiscal year ended March 31, 2010 (fiscal 2009), the final year of the first Mid-term Business Plan, DSP strengthened its international operations with the acquisition of U.S. pharmaceutical company, Sepracor Inc. The addition of Sepracor contributed to a 12.2 percent increase in consolidated net sales over the previous fiscal year to ¥296.3 billion. Due in part to cost reductions throughout the Group under the “Overall Business Results Improvement Project”, operating income increased 14.3 percent to ¥35.6 billion and net income was up 4.9 percent to ¥21.0 billion. Both of these results exceeded our forecast. Outlook for the Fiscal Year Ending March 31, 2011 (Fiscal 2010) In fiscal 2010, we anticipate that overseas sales will rise substantially with the addition of Sepracor’s results for the entire period. In Japan, however, the operating environment is expected to remain challenging due to National Health Insurance (NHI) price revisions and the increasing impact of generic competition. DSP will also incur non-cash expenses of approximately ¥36.0 billion, including amortization of patent rights and goodwill associated with the acquisition of Sepracor. Consequently, for fiscal 2010, we forecast net sales of ¥359.0 billion, a 21.2 percent increase year-onyear, but operating income of ¥8.5 billion, a 76.1 percent decrease. We forecast net income of ¥3.0 billion, a decrease of 85.7 percent from fiscal 2009. (right) Kenjiro Miyatake, Representative Director, Chairman of the Board of Directors (left) Masayo Tada, Representative Director, President and Chief Executive Officer Shareholder Returns One of our top management priorities at DSP is making consistent and appropriate distributions of profits to shareholders. While we emphasize appropriate profit distributions, we take a comprehensive view in setting dividends, considering factors such as investments in future growth to increase the Company’s corporate value, as well as the need to ensure a strong business foundation and enhance the Company’s financial position. For fiscal 2009, we paid a year-end cash dividend of ¥9.00 per share, the same amount as the interim dividend, bringing total dividends for the year to ¥18.00 per share. We plan to maintain the same level of dividends for fiscal 2010 to continue providing stable returns to shareholders. Respectfully, we ask for the continuing support and patronage of our shareholders and other stakeholders. August 2010 Annual Report 2010 3 Interview with the President Creation and Transformation toward a New Stage of Globalization In fiscal 2009, DSP took a major step toward achieving globalization by making U.S. company, Sepracor Inc. a subsidiary. Under the second Mid-term Business Plan (2nd MTBP), DSP will quicken its pace toward realization of its Mid- to Long-term Vision of becoming a truly “internationally competitive R&D-oriented pharmaceutical company”. Masayo Tada Representative Director, President and Chief Executive Officer 4 Dainippon Sumitomo Pharma Co., Ltd. Q.1 In fiscal 2009, the Company completed the first Mid-term Business Plan (1st MTBP). Please tell us your overview of the Company’s performance against the 1st MTBP, focusing on initiatives you have taken in the last year. approved for additional indications. During this same period, we did not achieve in-licensing of new candidates for our pipeline as planned. This will be a continuing challenge as we move forward. As for our numeric targets, despite the successful substantial cost reductions through the “Overall Business Results Improvement Project” we started I am very pleased with our overall performance. While our numeric targets were not achieved, we made very satisfactory achievements on our key strategic priorities, including “expand our international business operation”. during this past year, earnings fell short of our target. This was mainly due to the larger-than-expected decline in revenues from off-patent products. In summary, although we did not reach our numeric targets, we achieved very satisfactory results on our key strategic priorities. In the Mid- to Long-term Vision we launched in 2007, we defined our key strategic priorities as: establish a solid foundation for our domestic business; expand our international business operation; and enrich our R&D product pipeline to realize our future vision. In 2021, The real highlight during this fiscal year was the addition of Sepracor as a subsidiary. What was the background leading up to this? Q.2 we want to be a truly “internationally competitive R&D-oriented pharmaceutical company” with two solid mainstreams of revenue, one from domestic operations and the other from international operations. In the 1st MTBP, our aim was to “strengthen our Our main objectives were to establish a solid commercial platform in the U.S. and to achieve rapid market penetration of lurasidone, maximizing its sales after launch. business foundation for the first step to become a global corporation”. To achieve this objective, we Lurasidone is the product opening DSP’s new era of proceeded with global clinical development of globalization. Toward its launch, we had been building lurasidone (generic name) for schizophrenia treatment. our commercial organization and strengthening our In addition, we made U.S. company, Sepracor Inc. a global clinical development capabilities. subsidiary in October 2009 and successfully established a commercial platform ready for the subsidiary last fall was to promptly establish a solid anticipated launch of lurasidone. Through these commercial platform in the U.S. thus expediting the strategic actions, we achieved substantial market penetration of lurasidone following launch and reinforcement of our international business platform. achieving early maximization of its sales. On December 30, 2009, we submitted a new drug application (NDA) for lurasidone to the U.S. Food and expanded with the addition of Sepracor. On a Drug Administration (FDA). consolidated basis, our overseas revenue contribution is now increased to approximately 40 percent, and our In domestic commercial operations, we Our main objective in making Sepracor a Also, DSP’s global operations are substantially introduced the “Regional Division System” in June pipeline in the U.S. is reinforced. 2009. This system facilitates more customer-oriented, community-based sales and marketing activities and growing its business by launching drugs from its own helps boost profitability in each region through the R&D pipeline is in line with DSP’s management delegation of authority to the newly established philosophy. As the core of our U.S. pharmaceutical “Regional Divisions”. operations, Sepracor will serve as a sales and marketing base for our global products and also play a In research and development, we achieved our Furthermore, Sepracor’s corporate strategy of launch targets during the 1st MTBP. We launched key role as an operating base for business seven products in Japan, including existing products development and licensing activities. Annual Report 2010 5 DSP has formulated the 2nd MTBP starting in fiscal 2010. Can you explain the outline of this Plan? Q.3 successful accomplishment of these priorities. Regarding the first — transforming the earnings structure in Japan — in order to achieve sustained growth as a branded pharmaceutical company, we will strive to increase the revenue contribution of new We will raise profitability by increasing the drugs through product development, as well as ratio of new drugs in our portfolio to achieve business development and in-licensing activities, which a第二期中期経営計画 new stage of globalization. (2011年3月期∼2015年3月期) の全体像 is a continuing challenge from the 1st MTBP. To Following the execution of the 1st MTBP, we have maximize earnings, we have positioned cardiovascular defined “Creation toward a new 創and 造 ・transformation 変革 and diabetes, central nervous system (CNS) and 中期経営計画 定量目標 cancer and infectious diseases as our core marketing will strive to raise profitability by increasing the revenue ® resources on existing strategic products AVAPRO 3月期 3月期 , スローガン stage of globalization” the slogan of the 2nd グローasバ ルmain 化の 新たなステージ へ areas, and we are concentrating sales and marketing MTBP. To achieve our Mid- to Long-term Vision, we 2013年 2015年 contribution of new products. (目標) LONASEN® and PRORENAL®, as well as new 売上高 products such as TRERIEF®, MIRIPLA 4,000億円® and 4,400億円 In the国内収益構造の変革 2nd MTBP, we have defined five “key strategic priorities”: 基本方針 1)Transform the earnings structure in Japan; 海外事業の拡大と収益最大化 (参考) METGLUCO®. We are also increasing the number of うち 医薬品事業 3,400億円 3,750億円 MRs (Medical Representatives) specializing in CNS to increase our presence 営業利益in this area. 2)Expand overseas operation and maximize 300億円 700億円 earnings; 新薬継続創出に向けたパイプラインの拡充 In our efforts to expand overseas operation and EBITDA 700 3) Expand the pipeline for continuous new drug maximize earnings, in North America we億円 will strive900 to 億円 creation; CSRと継続的経営効率の追求 maximize earnings from lurasidone and antiepileptic 研究開発費 650億円 700agent 億円 4) Promote CSR management and continuous STEDESA™, as well as other new products planned for the increases in management efficiency; and 挑戦的風土の確立と人材育成 future through Sepracor’s business activities. 5) Establish a challenging corporate culture and In China, where the market continues to expand, cultivate human resources. The five-year period of the plan will ensure the our goal is to increase sales to ¥10 billion in 2014 by Overview of Second Mid-term Business Plan (Fiscal 2010 – Fiscal 2014) Slogan Creation and transformation toward a new stage of globalization Mid-term Business Plan Numeric Targets (Billions of yen) Fiscal 2012 (Reference) Transform the earnings structure in Japan Expand overseas operation and maximize earnings Net sales 400.0 440.0 Pharmaceuticals 340.0 375.0 Operating income 30.0 70.0 EBITDA 70.0 90.0 R&D costs 65.0 70.0 Expand the pipeline for continuous new drug creation Promote CSR management and continuous increases in management efficiency Establish a challenging corporate culture and cultivate human resources Dainippon Sumitomo Pharma Co., Ltd. Basic P 6 Fiscal 2014 (Targets) expanding sales of existing products and introducing new products. With these actions, we aim to achieve 50 percent of our sales revenue from outside Japan in fiscal 2014 and fully establish two solid mainstreams of revenue, one from domestic operations and the other from international operations. To expand the pipeline for continuous new drug creation, we are taking a mid- to long-term view in setting CNS as the focus therapeutic area. Additionally, we are setting diseases with significantly unmet medical needs, such as cancer and immune-related diseases, as the challenge therapeutic areas. By concentrating resources on these areas, we aim to steadily generate innovative new drugs. As we move into the next phase of higher global earnings, we will be even more conscious of selection and concentration to increase management efficiency, thereby maximizing the Company’s corporate value. expenditures based on prioritizations. Specifically, we plan to cut costs by more than ¥12 billion in total by What specifically is involved in the other two key strategic priorities of the 2nd MTBP – “promote CSR management and continuous increases in management efficiency”, and “establish a challenging corporate culture and cultivate human resources”? Q.4 We will pursue management efficiency, with plans to cut costs by more than ¥12 billion in total by the end of the fiscal 2014. In addition, we will continue to promote the “C&S Campaign” to realize a dynamic organization. the end of fiscal 2014 from the initial forecast for fiscal 2009. To ensure our successful execution of challenging business plans, one of the key success factors is to have a dynamic organization full of talented people. To this end, we will enhance our challenging corporate culture under the mottos, “Change for Challenge!” and “Seek Something New!”. Also, in professional development, besides the new Research Specialist System introduced in June 2009, we implemented a new personnel system in July 2010. This aims to foster a highly motivated corporate climate through a new compensation structure that is more rewarding to higher-performing employees than before. From the standpoint of CSR management, we will enhance our global corporate governance system as we move forward with further globalization following the acquisition of Sepracor. In pursuit of management efficiency, we will continue the Overall Business Results Improvement Project we started in fiscal 2009. This involves making comprehensive efficiency improvements, including streamlining work processes, introducing innovative business processes and making effective use of R&D Annual Report 2010 7 We are currently aiming for a launch in the U.S. in the first quarter of 2011 for the indication of schizophrenia and anticipate sales of ¥70 billion in fiscal 2014. We are also considering development in Europe, primarily through alliances. Domestic development is at the Phase III stage, with a multinational study in Japan, Korea and Taiwan. Q.6 Investors believe the success of lurasidone will be the key factor for the future growth of DSP. How is clinical development progressing? Q.5 We have already established the foundation for our globalization. Going forward, we will steadily and securely execute our 2nd MTBP to move toward a solid growth path for the Company. Fiscal 2009 was a transformational year for the Company. With Sepracor becoming our subsidiary, we We have already submitted an NDA for the indication of schizophrenia to the FDA and aim for a U.S. launch in the first quarter of 2011. now have an established platform for our globalization, The successful clinical development of lurasidone is the motivation is very high. core of our business expansion going forward. It is a top-priority project throughout the Company and we be a challenging year from the perspective of income, have aggressively invested management resources in mainly due to amortization of intangible assets this product. As a result, we submitted an NDA for the associated with the acquisition of Sepracor. We will indication of schizophrenia to the FDA on December ensure readiness for the launch of lurasidone in the 30, 2009, ahead of our original plan. The application U.S. Furthermore, our management team and all of our was accepted by the FDA in March 2010 and we have employees will work together to address and overcome been notified that the review will be completed at the this challenge, by the successful execution of our “key end of this October. strategic priorities” in our 2nd MTBP so that the Company will be on a solid growth path. Expectations for lurasidone are high because and are ready to move on to a growth path toward becoming “an internationally competitive R&D-oriented pharmaceutical company”. Globalization is now starting to appear within sight, and employee Fiscal 2010, the first year of the 2nd MTBP, will clinical trials to date have shown it to be a product with strong efficacy in improving symptoms of remain committed to investor relations activities, schizophrenia and a good safety profile, with few side including timely and appropriate disclosure of effects. Clinical trials are currently being conducted for necessary management information and fulfillment of effectiveness for cognitive dysfunction, giving the drug accountability as top management. even greater future potential. In addition, Phase III clinical studies are under way for treatment of bipolar stakeholders and ask for your continued support. disorder, a possible additional indication. 8 In closing, what message would you like to give to stakeholders? Dainippon Sumitomo Pharma Co., Ltd. To our shareholders and other stakeholders: We We welcome the candid feedback of our Feature A Global Franchise Dialogue DSP President Tada & Sepracor President and COO Iwicki In its drive to become an internationally competitive R&D-oriented pharmaceutical company, DSP positioned the period of the first Mid-term Business Plan, which covered the three years from April 2007 to March 2010, as a time for strengthening our business foundation as the first step to becoming a global corporation. A priority during this period was establishing our operating infrastructure in the U.S., the world’s largest pharmaceutical market, in order to quickly maximize earnings after the launch of lurasidone, a schizophrenia treatment that is currently in development. After considering our options from various angles, we decided that Sepracor was the best partner to help DSP achieve its goals and made it a subsidiary. Annual Report 2010 9 Feature: A Global Franchise Dialogue: DSP President Tada & Sepracor President and COO Iwicki “ I believe the acquisition of Sepracor has been a tremendously meaningful step for DSP, from which we expect to rapidly enhance our business foundation and generate substantial synergies. ” In your view, what is the significance of the Company’s acquisition of Sepracor? Tada: Since setting our Mid- to Long-term Vision in 2007, DSP has taken a number of steps toward becoming an internationally competitive R&D-oriented pharmaceutical company. Central to the attainment of our Vision is the successful global launch of lurasidone, a schizophrenia treatment candidate we believe will be the nucleus of our global growth strategy. Pending approval by the U.S. Food and Drug Administration (FDA), it is our goal to launch lurasidone in the U.S. in the first quarter of 2011 and, in anticipation, we have been actively preparing to build a marketing organization to help achieve this important strategic initiative. セプラコール設立 1984 1989 ALLEGRA of Sepracor has providedCLARINEX The acquisition us with ® HMR社 米国で発売 ® 米国で発売 Schering-Plough社 (現sanofi-aventis社) the opportunity to instantly obtain an experienced North より発売 より発売 American infrastructure, reducing both the time and the 1991 1996 1999 2000 2002 cost of building an independent commercial network 2005 セプラコールが 光学活性体戦略 within this new, strategically important market. With their 自社開発・自社販売の の開始 戦略をコミット established commercial presence in the U.S., particularly 株式上場 in the area of CNS, Sepracor’s highly talented employees will help to advance our global growth strategy. Sepracor Inc. 26 Years of Change launched in U.S. ALLEGRA® launched in U.S. launched by HMR (currently sanofi-aventis) Sepracor established 1984 Masayo Tada Representative Director, President and Chief Executive Officer Dainippon Sumitomo Pharma Co., Ltd. 10 Dainippon Sumitomo Pharma Co., Ltd. 1989 Isomer strategy launched 1991 IPO 1996 1999 CLARINEX® launched by Schering-Plough 2000 2002 Sepracor commits to self-development / self-commercialization strategy 2005 “ In other words, I believe the acquisition of Sepracor has been a tremendously meaningful step for DSP, from which we expect to rapidly enhance our business foundation and generate substantial synergies. DSP provides Sepracor and our employees with increased stability and an opportunity to accelerate growth. ” With respect to research and development, we expect there to be substantial synergies between the companies in the area of new drug discovery, which may provide increased efficiencies for existing and future internal research programs. Iwicki: I also view this merger as highly significant and beneficial to both companies, and I expect it to generate positive synergies in various areas. The business operations of both companies complement one another and DSP’s pipeline is a great strategic fit with ours. As a major Japanese pharmaceutical company with a long history of success, solid business 米国で発売 2006 大日本住友製薬が セプラコール買収 米国で発売 米国で発売 fundamentals, financial strength and a promising 2007 including lurasidone, 2008 2009 product pipeline, DSP provides 2010 セプラコールSepracor and our employees with increased stability ステデサの権利を Oryx社 (セプラコール・ 黒字化 BIAL社から導入 ファーマシューティカルズ・ and an opportunity to accelerate growth. インクに社名変更)買収 エーザイ (株)に エスゾピクロンの 日本での権利を導出 Nycomed社より シクレソニドを 含有する製品を導入 2006 launched in U.S. Sepracor becomes profitable 2007 2008 STEDESA™ rights licensed from BIAL Eisai licenses rights to eszopiclone for Japan FDAにルラシドンの 新薬承認を申請 Dainippon Sumitomo Pharma acquired Sepracor launched in U.S. launched in U.S. 大日本住友製薬 アメリカ・インクを セプラコールに 統合 2009 2010 Oryx acquired (renamed Sepracor Pharmaceuticals, Inc.) Ciclesonide candidates licensed from Nycomed Dainippon Sumitomo Pharma America merged into Sepracor NDA for lurasidone filed with U.S. FDA Mark Iwicki President and COO Sepracor Inc. Annual Report 2010 11 You said the merger can enhance the foundation for globalization and you expect synergy, but what are your thoughts on the overall position you hope to achieve for the Company? Tada: The position we are targeting for DSP is the one we set in our Mid- to Long-term Vision in 2007 — to become an internationally competitive R&D-oriented pharmaceutical company with two solid mainstreams of revenue, one from domestic operations and the other from international operations. Establishing our own commercial organization in the U.S. is a goal we had aimed to accomplish during the second Mid-term Business Plan. With the acquisition of Sepracor, we have achieved this goal much sooner than we had anticipated — a very important accomplishment in realizing our plan for solid revenue. Going forward, we will take full advantage of the synergies that exist with Sepracor to grow sales in North America, with a future view of expanding into regions beyond North America and China. Regarding R&D, integrating our combined pipelines enables us to conduct group-wide portfolio management with global drug development as our fundamental strategy. With respect to business development, we will leverage Sepracor’s track record of success and transaction expertise, with both companies focused on bringing pipeline candidates to market in an ongoing manner. Iwicki: To help DSP obtain this overall position for the Company, it is Sepracor’s mission to maximize revenues for the DSP Group, not only in our role as the Group’s sales base in North America, but also as a base for strategic business development initiatives. As we prepare to enter the take-off phase of achieving DSP’s Mid- to Long-term Vision, we are fully focused on accomplishing this important mission. “ 12 We aim to become an internationally competitive R&D-oriented pharmaceutical company with two solid mainstreams of revenue, one from domestic operations and the other from international operations. Dainippon Sumitomo Pharma Co., Ltd. ” Feature: A Global Franchise Dialogue: DSP President Tada & Sepracor President and COO Iwicki One key to establishing the position you mentioned will be generating synergies between the two companies and doing so with a sense of speed. Please discuss your plans for taking advantage of synergies resulting from the Sepracor acquisition, both from a commercial and R&D perspective. Tada: To quickly generate synergies between the two companies, we need to optimize the efficiencies of our operations. As an important first step, we merged Dainippon Sumitomo Pharma America, which conducted the clinical development of lurasidone and other drug candidates, into Sepracor on April 1, 2010. This gives us a framework for speedier, more efficient drug development. As Sepracor is familiar with the U.S. market, we expect their development expertise to be a major factor in driving synergies. This will provide the basis for our U.S. staff to devote their efforts to the successful development and launch of other pipeline products, including STEDESA™ and OMNARIS® HFA. For R&D, we have set up a global portfolio management committee (Global PMC), composed of key R&D members from each company, to direct the R&D strategy for the whole group. Iwicki: The integration of the companies is going smoothly and is occurring faster than we had planned. I think the reason for this is that the visions and values of our respective companies were closely “ The integration of the companies is going smoothly and is occurring faster than we had planned. Our research and development organizations have begun working together to share the best practices of each company. ” aligned from the beginning, enabling us to easily understand one another’s strategies for the future and merge them to develop common goals. As lurasidone plays such an important part in achieving DSP’s global growth strategy, it is a priority for our commercial organization to plan and support its successful launch in the U.S. We plan to dedicate a sales force of approximately 300 medical representatives, many of whom are existing Sepracor employees already familiar with the U.S. CNS market, in an effort to achieve rapid market penetration and maximize the value of this important asset. A comprehensive cross-functional project team has been assembled to plan for a successful product launch, working diligently to prepare for market acceptance among academic societies, patient groups and other key stakeholders. As the launch of lurasidone presents Sepracor with the opportunity to apply existing expertise within CNS to a new therapeutic area, this project team is also developing what we believe is a strong medical representative training program designed to achieve strong sales results in a rapid manner. 13 Regarding research and development, both DSP and Sepracor share an expertise within the CNS area and, while our respective approaches to drug discovery are complimentary, some differences do exist. Our research and development organizations have begun working together to share the best practices of each company in an effort to generate a synergistic approach that will enable the successful development of new drug compounds that will continue to serve the unmet and underserved medical needs of the patients who benefit from the use of our drug products. Each of the interactions between DSP and Sepracor employees will serve to develop a globally strong culture with common goals. Global development will most likely require new approaches to corporate social responsibility (CSR) and corporate governance. What are your thoughts in this area? Tada: First, for corporate governance, we established our “Five Principles of Governance” with an emphasis on clearly defining Sepracor’s operating policies (see page 43 for the “Five Principles of Governance”). This allows us to share our values while harmonizing decision-making. For CSR, we don’t want to just take the policies and initiatives we practice in Japan and expand them on a global scale. Our policy will be to identify the unique needs and conditions of each of the regions in which we operate and localize our efforts accordingly. Iwicki: Establishing the “Five Principles of Governance” will help guide our future decision-making in many areas. As the core values of each company are very much aligned, our CSR activities will be supported on a truly global level. “ 14 We established our “Five Principles of Governance” to build a framework for smooth decision-making. ” Feature: A Global Franchise Dialogue: DSP President Tada & Sepracor President and COO Iwicki What are people in your respective companies saying about the future course based on the merger? Tada: We have been explaining to employees that the merger was a strategic business decision aimed at achieving rapid globalization. Although we had already entered the U.S. market, many employees did not have a clear sense of our plans for expansion beyond the anticipated U.S. launch of lurasidone. After the merger was announced, I received many positive comments and good wishes from our employees. Some told me they could now imagine what true globalization will look like. Others expressed a strong desire to go to “ The merger has created a strong sense of excitement for the future among our employees. We will do everything we can to help make DSP a truly global competitor. ” America. It has really boosted the motivation of our people. As it is our employees who will carry out our strategy, this high level of motivation puts our organization in an excellent condition. Iwicki: We have received similar employee feedback at Sepracor in terms of opportunities for sustained growth of the company. In addition to providing us with a stronger business foundation and enhanced financial stability for the future, the merger provides us with a near-term opportunity to successfully launch a promising new compound, lurasidone, and to further develop our commercial expertise within the CNS field. The merger has created a strong sense of excitement for the future among our employees. Tada: I think that as managers, we need to make sound decisions that will leverage the high morale and productive nature of our employees — and translate that into results. Overall, my goal is to ensure that, together, we achieve our Mid- to Long-term Vision. Iwicki: I recognize that the growth of its North American business operations is vital for DSP to realize its vision of becoming a truly global competitor and believe it is my primary mission to help achieve this goal by guiding Sepracor to the successful launch of lurasidone — a product with the potential to satisfy unmet medical needs and deliver value to our company. Additionally, we will work to deliver continued value from our current portfolio to help fuel future growth. 15 Research and Development We are concentrating our resources in areas where we have a competitive edge. Strategic Priority R&D Initiatives DSP is determined to become an internationally competitive R&D-oriented pharmaceutical company and is working to expand its pipeline in an effort to bring a constant flow of new drugs to the market as one of the key strategic priorities in the second Mid-term Business Plan (2nd MTBP). Accordingly, we are focusing management resources on the following target areas: Focus Therapeutic Area and Challenge Therapeutic Areas Focus Therapeutic Area The CNS field is our primary research area of focus in our drive to create global products. We have positioned it as our focus therapeutic area because it is an area with significantly unmet medical needs and an area in which DSP is already particularly active. In discovery Focus therapeutic area: CNS area Challenge therapeutic areas: Specialty areas research, we are focusing on diseases that have rising medical needs within the current aging and high-stress society, such as schizophrenia, Alzheimer’s disease and We will accelerate the development of existing clinical-stage products regardless of whether they fall into the above categories, placing top priority on early establishment of Proof of Concept (POC) and on timely submission of new drug applications and approval. Regarding new research and development programs, we will prioritize candidates in the focus therapeutic and challenge therapeutic areas to conduct speed- and efficiency-oriented research and development ensuring a high probability of success. Proof of Concept:Confirmation in human subjects of the predicted efficacy and side-effect characteristics depression. The acquisition of Sepracor, with its competitive advantage in this area, augmented our R&D in terms of research programs, personnel and other aspects. We will work to further strengthen our research capabilities to expand our pipeline in the focus therapeutic area. Challenge Therapeutic Areas To create breakthrough drugs that can make significant contributions to medical care, DSP has chosen specialty areas as its challenge therapeutic areas. Specialty areas are those that have significantly unmet medical needs and that demand a high degree of specialization in research, development and marketing. We envision cancer and immune-related diseases as belonging within this category, but we will also look at other diseases to utilize our experience in taking on new challenges in discovery research. Leveraging Our Proprietary Technologies DSP has a solid foundation of technologies and experience throughout its pharmaceutical research and development operations, and a particular competitive advantage in such cutting-edge technologies as genomics, proteomics and metabolomics. We aim to deploy these technologies in all phases of pharmaceutical research and development. In addition, we are conducting research on biopharmaceuticals, including nucleic acid drugs and antibody drugs. 16 Dainippon Sumitomo Pharma Co., Ltd. Research and Development Structure Dainippon Sumitomo Pharma Europe Ltd. Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. Dainippon Sumitomo Pharma Co., Ltd. Sepracor Inc. Clinical Development Structure Drug Development Division Process Chemistry Research & Development Laboratories Formulation Research & Development Laboratories Analysis Research & Development Laboratories Research Alliances with Outside Research Institutions Technology Research & Development Division Drug Research Division Product Development Research Structure Drug Discovery Research Structure Chemistry Research Laboratories Pharmacology Research Laboratories Safety Research Laboratories Pharmacokinetics Research Laboratories Genomic Science Laboratories Initiatives for a Continuous Flow of New Drug Candidates To ensure a continuous flow of new drug candidates, DSP promotes research alliances with universities and In line with the key strategic priority of the 2nd MTBP, other research institutions, as well as with venture we have positioned the following three initiatives as companies that possess innovative technologies. In general R&D strategies to generate a steady flow of addition, we pursue opportunities to participate in new drug candidates in our drug development pipeline. industry-government collaborative projects. We actively seek out alliances with outside partners by gathering information in various forms, including our investment in Prioritize Investment in Confirming POC of Next Strategic Candidates Apposite Healthcare Fund, a bio-venture fund. To create novel strategic drug candidates to follow lurasidone, we will prioritize allocation of resources to A concrete example of joint research with outside research institutions is our established alliance with the compounds already in clinical-stage development to Graduate School of Osaka University in the confirm POC as soon as possible. After confirming Neuropsychiatric Drug Discovery Consortium (NDDC). POC, we will promptly select the next strategic In the CNS area, the NDDC is working to create candidates and focus on accelerating the development innovative therapies with characteristics differing from of these compounds. existing therapies based on the pathogenic mechanisms of psychiatric diseases at the genetic and molecular level. Overseas, we are searching for drug Enhance Overseas Development Functions as a Basic Strategy for Global Development discovery targets and conducting research on genetic We have set up the Global PMC to discuss research diagnosis primarily for Alzheimer’s disease at the and development strategies from a global perspective, Karolinska Institutet Sumitomo Pharmaceuticals including operations in North America, where Alzheimer Center (KASPAC), DSP’s research laboratory development has been strengthened by the addition of within the Karolinska Institutet of Sweden. Sepracor as one of our subsidiaries. With these and other measures, we will work to optimize the Group’s portfolio and to establish global development as a fundamental strategy, sharing our focus therapeutic Annual Report 2010 17 area and challenge therapeutic areas throughout the DSP Group. Promotion of Alliances and In-Licensing through Strategic Investment The merger between the two U.S. subsidiaries in April 2010 has raised the efficiency of development From the standpoint of expanding our pipeline, we will functions in North America. In Japan, DSP’s Strategic also fully leverage Sepracor’s existing information Planning & Management Division has enhanced its network, knowledge and expertise as we actively portfolio and project management functions to promote promote alliances and in-licensing through strategic globalization. Looking ahead, in addition to functional investment. enhancement, we will actively pursue synergies through sharing of knowledge and employee exchanges will encourage in-licensing of products that can be between employees in Japan and the U.S. launched quickly, with an emphasis on products in Seek Various Measures to Expedite R&D For products in the later stages of development, we areas such as CNS where we can make use of our domestic sales and marketing infrastructure. We are taking various measures to expedite R&D and raise operating efficiency. Specifically, we are able to will also consider alliances and in-licensing, mainly in efficiently confirm POC with the shortest amount of time our focus therapeutic area and challenge therapeutic and fewest resources possible. We subsequently make areas, for the purpose of enhancing and supplementing the go/no go decision based on those study results and our pipeline. For products in early stages of development, we on an assessment of commercial viability. The Drug Research Division is now in charge of the R&D process Products in Development through confirming POC to ensure a seamless transition from research to development. To expedite R&D, we utilize a screening cascade (evaluation steps and selection criteria for new drug candidates) in the drug discovery stage and proactively incorporate extemporaneous preparation, microdosing, and global clinical studies in the development stage. 18 Dainippon Sumitomo Pharma Co., Ltd. ▶ CNS Area In December 2009, DSP submitted a new drug application (NDA) to the U.S. Food and Drug Administration (FDA) for lurasidone, an agent for the potential treatment of schizophrenia that DSP has been developing as a global product. The NDA was accepted in March 2010, and we have been notified that the review completion date will be at the end of October 2010. Accordingly, we anticipate launching lurasidone in the U.S. in the first quarter of 2011 for the indication of schizophrenia. We also plan to add new indications, and clinical studies of lurasidone for the potential treatment of bipolar disorder are currently at the Phase III stage. A pan-Asia study in Japan, Korea and Taiwan is also at the Phase III stage for schizophrenia. Additionally, our U.S. subsidiary, Sepracor, has Also, in January 2010, we obtained approval for a new filed an NDA for STEDESA™, an antiepileptic agent. indication and dosing regimen of MEROPEN®, a Sepracor has received a complete response letter carbapenem antibiotic related to treatment of febrile indicating that the application will not be approved as neutropenia. In May 2010, we filed an application for of this time. Following discussions with the FDA, we partial change of the dosage and administration of are currently working toward early approval. MEROPEN® for serious illness and intractable cases of general infections. Other compounds in current clinical studies include SEP-227900, a potential treatment for In China, the DSP Group is engaged in Phase III clinical improvement of cognition, neuropathic pain and studies of amrubicin hydrochloride (brand name in Japan: Alzheimer’s disease; and SEP-228432, a potential CALSED®) for the treatment of small cell lung cancer. treatment for attention-deficit hyperactivity disorder. Both are at the Phase I stage. ▶ Specialty Areas A new drug application was filed with Japan’s Ministry of Health, Labour and Welfare for MIRIPLA®, a treatment for hepatocellular carcinoma that was launched in January 2010. In June 2009, we obtained approval for an additional indication and a new dosing regimen for AmBisome® with respect to infections caused by Mucor species and species of a few other genera, as well as treatment of visceral leishmaniasis. New Drug Candidate Profile ▶ Cardiovascular & Diabetes In May 2010, we launched METGLUCO®, an oral hypoglycemic agent licensed from Merck Santé. In September 2009, we filed a new drug application for repaglinide, a potential treatment for diabetes intended to improve postprandial hyperglycemia that was licensed from Novo Nordisk A/S. We also started Phase III for combination therapy with biguanide/thiazolidine. Ranirestat, a potential treatment for diabetic neuropathy with strong market potential, is currently in a joint Phase II clinical study with Kyorin Pharmaceutical Co., Lurasidone Lurasidone is a new psychotropic drug that DSP has been developing globally for the treatment of schizophrenia. The NDA submitted to the FDA in December 2009 is currently under review. If approved, we anticipate launching lurasidone in the U.S. in the first quarter of 2011 and are currently preparing for commercialization with Sepracor, a subsidiary of DSP since 2009. Lurasidone is an atypical antipsychotic agent with a unique chemical structure. In clinical studies, it has demonstrated significantly greater improvement versus placebo in the Positive and Negative Syndrome Scale (PANSS) total score. Lurasidone was generally well-tolerated, with very limited reports of weight gain, increased lipids and movement disorders. Existing antipsychotics are not satisfactory in many patients. Lurasidone is expected to be a new treatment option for these patients and their families as well as medical professionals. DSP is currently conducting a multinational joint clinical study in Japan, Korea and Taiwan, and is aiming for early approval and launch in Japan. Moreover, global Phase III clinical studies for bipolar disorder are currently in progress. We have been diligently expanding the potential of lurasidone, not only for the U.S., but as a global strategic product. Members of Lurasidone Business Development & Management Annual Report 2010 19 Ltd. We have granted Eisai Co., Ltd. the development bronchial asthma and allergic rhinitis, is at the Phase I and marketing rights for this compound outside of stage. SMP-028, a promising agent based on a new Japan. Furthermore, clinical studies in Japan for mechanism of action for the treatment of bronchial DSP-8153 for hypertension, a combination product of asthma, is at the Phase I stage in the U.S. and Europe. amlodipine besilate (AMLODIN® calcium channel Additionally, DSP has started Phase I clinical studies for blocker) and irbesartan (AVAPRO® angiotensin II SMP-028 in Japan. receptor blocker) are at the Phase II stage. Clinical studies currently at the Phase I stage for potential treatment of diabetes include: DSP-7238, developed from DSP research, in Europe; DSP-3235, licensed from Kissei Pharmaceutical Co., Ltd., in Japan; and DSP-8658, developed from DSP research, in the U.S. ▶ Respiratory In the U.S., clinical studies are at the Phase III stage for OMNARIS® HFA Nasal MDI, a new formulation of Sepracor’s allergic rhinitis treatment OMNARIS®. A new pediatric indication for ALVESCO®, one of Sepracor’s existing treatments for asthma, is at the Phase II stage. In Japan, DSP-3025, a potential treatment for New Drug Candidate Profile ▶ Other Areas In April 2009, DSP obtained approval in Japan of GASMOTIN®, a gastroprokinetic agent, for an additional indication as an adjunct to pretreatment with an orally-available gastrointestinal lavage solution for barium enema X-ray examination. SMP-986, a potential treatment for overactive bladder syndrome developed in-house, is at the Phase II stage in the U.S., Europe and Japan. This compound is expected to ease urinary urgency and effectively reduce the frequency of urination and incontinence. STEDESA TM STEDESA™, the U.S. trade name for eslicarbazepine acetate, has the potential to be a meaningful new treatment option for patients with epilepsy. A voltage-gated sodium channel blocker initially intended for use as an adjunctive therapy to reduce the frequency of partial-onset seizures in adults (18 years of age and older) with epilepsy, STEDESA™ also offers the potential benefits of once-daily dosing and a reduction in side effects as demonstrated by clinical studies. While the precise mechanism(s) by which STEDESA™ exerts its anticonvulsant actions are not fully characterized, studies indicate that upon ingestion, eslicarbazepine acetate is extensively converted to eslicarbazepine, which stabilizes the inactive state of voltage-gated sodium channels. It has also been shown to inhibit the T-type calcium channels, which may further contribute to its anticonvulsant effect. The product candidate was in-licensed from Portugal-based pharmaceutical company BIALPortela & Ca, S.A., and an NDA for STEDESA™ has been submitted to the FDA. We look forward to meeting the needs of those patients whose seizures are not controlled successfully with their current epilepsy medications. The STEDESA Joint Steering Committee (Sepracor) 20 Dainippon Sumitomo Pharma Co., Ltd. New Drugs in the R&D Pipeline Product /Code Name Generic Name Formulation Therapeutic Indications Country/Area Development Stage Phase I Phase II Phase III Remarks NDA Filed CNS SM-13496 lurasidone hydrochloride STEDESA™ SEP-227900 eslicarbazepine acetate TBD Pan-Asia study (Japan, Korea and Taiwan) Schizophrenia U.S. Bipolar disorder U.S. and Europe, etc. Epilepsy (adjunct) U.S. Epilepsy (adult monotherapy) U.S. Oral Cognition/Pain/Alzheimer’s disease U.S. Developed in-house (Sepracor) Attention-deficit hyperactivity disorder U.S. Developed in-house (Sepracor) Neurogenic orthostatic hypotension U.S. and Europe Out-licensed to Chelsea Therapeutics International, Ltd. Intradialytic hypotension U.S. Fibromyalgia U.K. Oral Insomnia Japan Out-licensed to Eisai Co., Ltd. Oral Diabetes/Rapid insulin secretagogue Japan In-licensed from Novo Nordisk A/S Diabetes (combination therapy with biguanide) Japan Diabetes (combination therapy with thiazolidine) Japan Diabetic neuropathy Japan Developed in-house; Co-developed with Kyorin Pharmaceutical Co., Ltd. U.S., Canada and Europe Out-licensed to Eisai Co., Ltd. Oral SEP-228432 TBD Oral DOPS droxidopa Oral 1 LUNESTA 2 eszopiclone Developed in-house Schizophrenia Oral In-Licensed from BIAL-Portela & Ca, S.A. Diabetes/Cardiovascular SMP-508 AS-3201 repaglinide ranirestat Oral DSP-8153 amlodipine besilate /irbesartan Oral Hypertension/ Combination product Japan Developed in-house DSP-3235 TBD Oral Diabetes/ SGLT1 inhibitor Japan In-licensed from Kissei Pharmaceutical Co., Ltd. DSP-7238 TBD Oral Diabetes/DPP IV inhibitor Europe Developed in-house DSP-8658 TBD Oral Diabetes/ PPARα/γ modulator U.S. Developed in-house OMNARIS ® HFA Nasal MDI ciclesonide Collunarium (New formulation) Allergic rhinitis U.S. In-licensed from Nycomed S.C.A., SICAR ALVESCO ® HFA ciclesonide Inhaler (New indication) Asthma (Pediatric: age range TBD) U.S. In-licensed from Nycomed S.C.A., SICAR DSP-3025 TBD Bronchial asthma, Allergic rhinitis/ TLR7 agonist Japan Developed in-house Europe Developed by AstraZeneca PLC SMP-028 TBD Bronchial asthma Japan Developed in-house Respiratory Oral U.S. and Europe Others MEROPEN ® meropenem hydrate Injection (Change of the maximum daily dose) Japan Severe/refractory infection Developed in-house CALSED ® 1 amrubicin hydrochloride Injection Small-cell lung cancer China Developed in-house U.S. and Europe Out-licensed to Celgene Corporation (former Pharmion Corporation) Japan Developed in-house SMP-986 TBD Oral Overactive bladder U.S. and Europe AG-7352 TBD Injection Cancer U.S. and Canada 1. Product name in Japanese market. Product name for overseas markets is to be decided. 2. Product name in U.S. market. Out-licensed to Sunesis Pharmaceuticals, Inc. (As of July 30, 2010) Annual Report 2010 21 Manufacturing We provide a stable supply of products with quality at a global level. Global-Minded Supply Chain DSP’s supply chain management is assumed by the Manufacturing Division, which combines manufacturing, logistics and shipping functions to provide a stable supply of products to all customers. To maintain an optimal product supply system, DSP runs the four factories in Japan as its primary manufacturing bases, while also forming alliances with domestic and overseas contract manufacturers. Under the second Mid-term Business Plan, we plan to further expand overseas sourcing of active pharmaceutical ingredients and conduct some manufacturing at overseas factories as we move toward globalization. In upgrading our overseas manufacturing network, in addition to manufacturing at our own facilities, we will promote contract manufacturing under technology tie-ups. This approach is exemplified by MIRIPLA®, which is manufactured by Pierre Fabre in France. In Japan, we are currently establishing a production and supply system for lurasidone to prepare for its anticipated launch in the U.S. in the first quarter of 2011. Quality Assurance The production of pharmaceuticals requires a highlevel quality assurance system. Therefore, rigorous Good Manufacturing Practice (GMP) standards have been established in many countries. The pharmaceuticals manufactured by DSP are exported around the world after obtaining approvals by the authorities of the importing nations, including the FDA and the EMEA, and must meet local and global GMP standards. Strict guidelines are set especially in Japan, the U.S. and Europe, through 22 Dainippon Sumitomo Pharma Co., Ltd. the ICH (International Conference on Harmonisation) and require a world-class level of quality assurance. Standards for quality assurance at the global level are expected to become increasingly rigorous. Therefore, DSP’s manufacturing and quality assurance units and other related units will continue to work in concert to maintain and enhance the level of quality assurance. A Trusted Manufacturing Division DSP is striving for customer-oriented product development. For example, we have responded to requests from medical institutions and patients by improving package and label designs in an effort to help prevent medical errors. We also continuously work to reduce production costs through labor-saving measures such as automation of facilities and by optimizing production sites. Moreover, as part of our commitment to ecofriendly production activities, we are thoroughly reducing waste and introducing co-generation systems. Overseas Plants The plant at Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. in China serves as our own production facility and packages products for sale in the local market. In addition, the factory of Kyowa Hakko Pharmaceuticals (Suzhou) Co., Ltd., which DSP acquired in 2008, will begin the packaging process in 2011 and is scheduled to start fully integrated production, from formulation to packaging, in 2014. In North America, we are making preparations for the creation of a cooperative system with Sepracor. Production Sites Suzuka Plant The Suzuka Plant, our main factory, is a facility that is compliant with cGMP (U.S. current GMP). A state-of-the-art formulation facility was constructed in 2008 and began operation in early 2009. The plant maintains integrated pharmaceutical manufacturing facilities at which a full range of operations are conducted, from production of active pharmaceutical ingredients and finished products to packaging. Products manufactured at Suzuka include LONASEN®, PRORENAL®, GASMOTIN® and EBASTEL®. Ibaraki Plant This plant, which is also the main base of the Technology Research and Development Division, is an R&D-driven pharmaceutical plant able to accommodate new products and technologies in a flexible manner. It produces drugs in broad range of dosage forms, including AMLODIN® and various investigational new drugs. Ehime Plant One of the world’s largest biopharmaceutical production facilities, the Ehime Plant manufactures a stable supply of biopharmaceuticals, which demand high-precision technology. The plant produces crude intermediate solution of SUMIFERON® and CALSED®, a sterile freeze-dried formulation. Oita Plant The Oita Plant is our core facility for active pharmaceutical ingredients and its equipment is cGMP-compliant. The plant produces MEROPEN®, from active ingredient to finished product, and supplies it to the domestic and overseas markets. It also produces the active pharmaceutical ingredients for AMLODIN®, DOPS® and other products. Annual Report 2010 23 Marketing We plan to raise our global presence by concentrating sales resources on our focus marketing areas. Marketing Strategy 医薬品事業 売上高目標 (地域別) Pharmaceutical Sales Target Strategic Priority 3,750億円 ¥375.0 billion During the second Mid-term Business Plan (2nd MTBP), we aim to raise overseas sales of the pharmaceuticals business to 50 percent of consolidated net sales and 中国 北米 2,368億円 establish two solid mainstreams of revenue, one from China domestic operations and the other from international North America ¥236.8 billion operations. 国内 In Japan, we will work to increase the ratio of new Japan drugs in our product portfolio, and to maximize earnings by positioning cardiovascular/diabetes, central nervous system (CNS) and cancer/infectious diseases 2010年 2015年 (3月期) as our(実績) focus marketing areas. (目標) Fiscal 2009 (Actual Result) In North America, we will focus on maximizing ※セプラコールの2009年12月期すべての売上高を単純合算すると3,285億円 Fiscal 2014 (Target) Note: Simple total including all of Sepracor’s sales for calendar year 2009: ¥328.5 billion sales of new products such as lurasidone while securing sales for existing products in the CNS and respiratory areas. In China, in addition to increasing sales of existing products, we will further expand our business by introducing new products. 医薬品事業 3,750億円 売上目標 (領域別) 15% 循環器、糖尿病 15% スペシャリティ領域 癌、感染症、呼吸器他 ● 2,360億円 30% 25% China 210 消化器、アレルギー他 ● U.S. Expand sales of existing products Introduce new products 1,190 MRs MRs 25% 30% 45% Japan 精神神経領域 2014年度目標 Area-based Marketing Structure (As of March 31, 2010) 24 Dainippon Sumitomo Pharma Co., Ltd. Strengthen existing product franchise ● Enhance commercial operations for anticipated launch of lurasidone 1,440 15% 2009年度予想 ● MRs ● Maximize product value ● Maximize customer satisfaction ● Improve management efficiency Domestic Pharmaceuticals Business Focus Marketing Areas Domestic Market Cardiovascular/diabetes, CNS and cancer/ infectious diseases Net sales: ¥184.2 billion Number of MRs: 1,440 Key Products for Sales and Marketing (Fiscal 2009) Main Points of Key Measures ● Maximize product value ● Maximize customer satisfaction ● Improve management efficiency Strategic products AVAPRO® (cardiovascular), LONASEN® (CNS), PRORENAL® (other) New products TRERIEF® (CNS), MIRIPLA® (cancer), METGLUCO® (diabetes), etc. Focus products AMLODIN® (cardiovascular), GASMOTIN® (other), MEROPEN® (infectious diseases), AmBisome® (infectious diseases), etc. 国内医薬品 売上高 戦略3製品 (億円) Key Measures (億円) 2,000 1,842 In keeping with1,850 the strategic priorities of1,765 the 2nd MTBP, we have set our objective in domestic operations as 1,500 200 150 “we grow continually as an internationally competitive R&D-oriented pharmaceutical company” and have 1,000 developed sales strategies that emphasize 100 maximization of product value, maximization of 50 efficiency. Enhanced MR Training アバプロ ロナセン ( プロレナール 1,845 As customer needs become more diverse and sophisticated, we believe it is an 160 important 154challenge 148 1,50 representatives (MRs) in the 105 industry. MRs are not only required to 80 have a high level of specialized knowledge, 1,00 37 proactively anticipate 34 customer needs, offering 15 information in both a timely and appropriate manner. raise product value’ and maximize sales, we will (3月期) ’ 09 10 ’ 11 0 (予想) concentrate sales resources on the focus marketing ’ 09 Accordingly, together with enhancement of our ’ 10 ’ 11 ’ 09 ’ 10 ’ 11 ’ 09 ’ 10 ’ 11 (3月期) (予想) (予想) training program to raise MRs’ specialization (予想) in each areas and key products we have defined. therapeutic area, we are also establishing a variety of training opportunities and initiatives aimed at cultivating In addition, we will further promote transfer of responsibilities to the Regional Division to quickly MRs who are trusted and respected by customers. entrench the Regional Division System instituted in June Specifically, besides programs to enhance 2009 and conduct efficiency-oriented, community- specialization in the areas of cardiovascular and CNS, based sales activities from the viewpoint of we are conducting education/training and various 50 2008 management. Domestic Pharmaceuticals Sales Three Strategic Products (Billions of yen) (Billions of yen) 200 185.0 184.2 20 AVAPRO® LONASEN ® PRORENAL® 176.5 150 15 100 10 50 5 14.8 15.4 16.0 10.5 8.0 6.3 3.7 3.4 1.5 0 ’ 08 ’ 09 ’ 10 (est.) (FY) 0 2,00 to cultivate the highest level of specialized medical 63 but to also be keenly aware of patients’ viewpoints and 500 customer satisfaction and improvement of management 0To MR ’ 08 ’ 09 ’ 10 (est.) ’ 08 ’ 09 ’ 10 (est.) ’ 08 ’ 09 ’ 10 (FY) (est.) Annual Report 2010 Operating income 25 measures to develop MRs who are better able to respond to customer needs with patients’ viewpoints. Focus Marketing: Strategic Products Cardiovascular/Diabetes In the cardiovascular area centered on hypertension, DSP strives to be a partner in treatment as a pharmaceutical company handling a variety of antihypertensive products with a lineup consisting of an ARB, calcium antagonist, diuretic, ACE inhibitor and beta blocker. While we are concentrating sales and marketing resources on our strategic product AVAPRO®, a therapeutic agent for hypertension, we are also encouraging physicians to prescribe the drug in combination with our focus product AMLODIN®, a therapeutic agent for hypertension and angina pectoris. For AVAPRO®, we are providing accurate information AVAPRO® (Therapeutic agent for hypertension) AVAPRO® is a long-acting ARB (angiotensin II receptor blocker) with a long half-life in blood and a sustained hypotensive effect lasting 24 hours. It has demonstrated good efficacy in lowering blood pressure in patients with mild to severe hypertension. This drug has already been launched in the U.S. and in Europe, where it is marketed under the brand name of AVAPRO or APROVEL, and substantial evidence has been accumulated showing its renoprotective effect. by doing e-promotion with our medical information site and a pharmaceutical portal site and aim to increase sales to ¥15.0 billion in fiscal 2014. In the diabetes area, we launched METGLUCO®, a biguanide oral hypoglycemic drug, in May 2010. DSP also markets MELBIN®, a metformin drug like METGLUCO®, and is providing information with the purpose of promoting appropriate use of both products, aimed at contributing to the treatment of LONASEN® (Therapeutic agent for schizophrenia) Type 2 diabetes. Characterized by its strong blocking action and high selectivity against dopamine-2 receptors and serotonin-2 receptors, LONASEN® has shown not only efficacy on positive symptoms of schizophrenia, such as hallucinations and delusions, but also on negative symptoms such as affective flattening and decrease in motivation. It also has a low rate of extrapyramidal symptoms and few of the side effects, such as weight gain and hyperprolactinemia, that are problematic with existing antipsychotic drugs. CNS As a pharmaceutical company handling therapeutic agents for schizophrenia, anxiety, Parkinson’s disease and epilepsy, DSP has established a unique position by offering a number of atypical antipsychotics with different characteristics. In the CNS area, we are focusing on our strategic product LONASEN®, an antipsychotic, and our new product TRERIEF®, a Parkinson’s disease drug. We are working to maximize the value of both products as quickly as possible. We also recognize the need to further boost our presence in the CNS market with an eye on the launch of lurasidone, a therapeutic agent for schizophrenia that is currently under development. Therefore, in June 2009 we organized CNS Product Management & Promotion Planning to unify promotional and marketing functions in this area. Additionally, we have increased 26 Dainippon Sumitomo Pharma Co., Ltd. PRORENAL® (Vasodilator) This is the only drug indicated in Japan for lumbar spinal canal stenosis. PRORENAL® improves blood flow to nerve tissue compressed by changes in the vertebra associated with aging. It thus improves symptoms such as pain, numbness and intermittent claudication in the lower extremities, contributing to improvement of patients’ quality of life. Overseas Pharmaceuticals Business the number of CNS specialist MRs to conduct North American Market proposal-based promotional activities covering major psychiatric treatment facilities in Japan. evidence and implementing product life cycle billion* Number of MRs: 1,190 (U.S.) management (PLCM) and our CNS MRs will bring a (Fiscal 2009) Net sales: ¥28.6 For LONASEN®, we will focus on compiling high level of specialty to sales activities. Our target for sales is ¥22.0 billion in fiscal 2014. Main Points of Key Measures ● Cancer/Infectious Diseases Strengthen existing product franchise Enhance commercial operations for anticipated launch of lurasidone ● In the area of infectious diseases, we work to contribute to medical treatment mainly by promoting appropriate use of MEROPEN®, a carbapenem antibiotic, while also highlighting the advantages of AmBisome®, *Net Sales in January – December 2009: ¥120.4 billion a therapeutic agent for systemic fungal infection, and Key Measures HIBITANE®, a disinfectant. In the cancer area, we launched MIRIPLA®, a One of the key strategic priorities of the 2nd MTBP therapeutic agent for hepatocelluar carcinoma, in is to maximize earnings by expanding our overseas January 2010. With this product, as well as the natural operations. We plan to carry out this strategy by interferon alpha SUMIFERON®, we aim to contribute to strengthening Sepracor’s existing product franchises the total care of liver diseases. We are also focusing on in both the CNS and respiratory areas. research in the cancer area with high medical needs and work to fortify our development pipeline. commercial organization in preparation for the We also plan on enhancing Sepracor’s potential approval of lurasidone, which could be launched in 2011. Other Areas In other therapeutic areas, we will strive to expand CNS sales with our strategic product PRORENAL®, a vasodilator, and our focus product GASMOTIN®, a Lurasidone is currently under review at the U.S. Food gastroprokinetic. For PRORENAL®, we are aiming for and Drug Administration (FDA). Pending approval, it is sales of ¥18.0 billion in fiscal 2014 by expanding the our intention to ensure a successful product launch market with education of patients about lumbar spinal through enhancements to Sepracor’s commercial canal stenosis in context of accelerated aging in organization while we prepare for the anticipated society, raising product recognition and compiling commercialization of lurasidone in 2011. evidence as a result. To support these efforts, it is our current plan to dedicate approximately 300 specialized medical representatives (MRs) to lurasidone, composed of existing Sepracor employees, as well as newly hired staff. In utilizing existing employees, we seek to fully leverage the advantage of Sepracor’s already established sales network in the CNS area, built through its success with LUNESTA®, a sedative hypnotic. As lurasidone represents a different disease category, we are in the process of designing an intensive sales training program that is intended to ensure that the MRs dedicated to lurasidone have the specialized information necessary to achieve successful sales results for this new product. Annual Report 2010 27 Additionally, we are engaged in a variety of strategic pre-launch activities intended to increase the level of awareness of the names of both DSP and Sepracor among key CNS stakeholders, including academic societies and patient groups. In May 2010, we participated in the 163rd Annual Meeting of the American Psychiatric Association (APA), a critically important opportunity to show our presence in the CNS LUNESTA® (Sedative hypnotic) area, to inform attendees about what we believe are the A non-narcotic sedative hypnotic indicated for the treatment of insomnia, including sleep onset and sleep maintenance. While the precise mechanism of action is unknown, the effect of LUNESTA® is believed to result from its interaction with the GABA-A receptor complex across α1, α2 and α3 receptor subtypes. unmet medical needs of those patients suffering from schizophrenia, as well as the health care professionals who treat them. The APA also selected and displayed at the meeting several posters that detail clinical data for lurasidone. To achieve ongoing success in marketing XOPENEX® (Short-acting beta agonist) A bronchodilator indicated for the treatment or prevention of acute bronchospasm in patients with reversible obstructive airway disease, such as asthma or COPD. XOPENEX® contains only the (R)-isomer of albuterol, and is available for use with either a nebulizer or metered dose inhaler. LUNESTA®, a non-narcotic sedative hypnotic indicated for the treatment of insomnia, including sleep onset and sleep maintenance, Sepracor continues to utilize an effective, strategic mix of promotional initiatives designed to position the product as a unique, safe and effective alternative to competing products. Included in this mix are both on- and off-line direct-to-consumer marketing campaigns geared at getting patients who suffer from insomnia to ask their health care provider about LUNESTA® as a treatment alternative and the benefits of continuing LUNESTA® therapy after treatment begins. pulmonary disease, continues to build volume through Sepracor’s continued efforts to maintain or improve high levels of unrestricted access to the product for managed care patients. Sepracor also continues to increase awareness of the product among those Respiratory physicians targeted as top prescribers. XOPENEX®, one of Sepracor’s major products, is a short-acting beta agonist for the treatment of used to treat the symptoms of allergic rhinitis. Product constricted airways often experienced by patients with performance is strong, with a high double digit growth asthma. It is available in two different formulations: rate, and is supported by a series of innovative XOPENEX® Inhalation Solution is used with a nebulizer; television commercials as a means of increasing brand XOPENEX® awareness among patients. Additional focused sales HFA is delivered via a metered dose inhaler for fast-acting relief of symptoms associated with and marketing programs continue to result in positive asthma, such as difficulty breathing. To achieve gains in market share. continued commercial success, Sepracor has created a sales team dedicated to the asthma marketplace and treatment of asthma. To leverage its strategy of creating will maintain its established strategy of targeting high- a sales force dedicated to the asthma market, Sepracor prescribing physicians, including pediatricians, to will continue to promote this product to physicians by highlight the drug’s unique single-isomer form. highlighting its unique ability to provide symptom relief Additionally, Sepracor will continue to encourage initial directly to the lungs. In promoting product awareness use by patients through the offering of product samples. and use among patients, Sepracor will promote BROVANA®, a long-acting beta agonist designed as a maintenance treatment for chronic obstructive 28 OMNARIS®, an inhaled nasal corticosteroid, is Dainippon Sumitomo Pharma Co., Ltd. ALVESCO® is an inhaled corticosteroid for the ALVESCO® by offering co-pay reduction cards to encourage initial product trials. Chinese Market Net sales: ¥4.1 billion Number of MRs: 210 (Fiscal 2009) Main Points of Key Measures ● Expand sales of existing products ● Introduce new products Key Measures hospitals in 27 sectors (major urban, administrative and China’s high economic growth rate is reflected in its self-governed areas) as of March 31, 2010. We plan to pharmaceutical market, which is growing by increase the number of MRs to 280 in December 2010 approximately 20 percent annually. This rapid market to accommodate sales expansion. expansion is projected to continue in the coming years. The DSP Group is aggressively moving to expand sales Future Business Expansion of existing products and introduce new products in Operations in China generated sales of ¥4.1 billion in China with the goal of generating ¥10.0 billion in sales fiscal 2009 and we are making steady progress toward in 2014. achieving ¥10 billion in sales in 2014. We are also committed to introducing more of our products in DSP currently sells four products in China: MEPEM® (MEROPEN®), a carbapenem antibiotic; China. We are currently developing CALSED®, a small- ALMARL®, a therapeutic agent for hypertension, angina cell lung cancer treatment. China has a high rate of lung pectoris and arrhythmia; SEDIEL®, a serotonin agonist cancer and, considering its population of 1.3 billion, we antianxiety drug; and GASMOTIN®, a gastroprokinetic. believe this will be a promising new product. Our strategy will be to expand sales with aggressive In order to quickly capture a share of this growing market, we have reinforced and enhanced our sales launches of our products and we plan to begin structure, focused on departments that handle sales development of LONASEN® during fiscal 2010. promotion and marketing. We are expanding our promotion area in stages, with 210 MRs covering MEPEM® (MEROPEN®) (Carbapenem antibiotic) The world’s first non-combination broad-spectrum carbapenem antibiotic, this drug has a leading market share in Japan and about 30 other countries. It has outstanding antibiotic activities against Gram-positive, Gram-negative and anaerobic bacteria. This activity is especially strong against Gram-negative bacteria such as Haemophilus influenza and Pseudomonas aeruginosa. Annual Report 2010 29 Non-pharmaceuticals Operations We are leveraging our technology and expertise from the pharmaceuticals business to expand in other business areas. Animal Health Products Taking a scientific approach to animal health, DSP sells veterinary medicines, pet food and other products for companion animals — primarily dogs and cats — as well as farm animals such as cattle, swine, horses and cultured fish. We have developed this business, making active use of the technology and resources cultivated through pharmaceutical operations including application of data from human pharmaceutical research and development to veterinary medicines. We are focusing in particular on the companion animal market. Our broad line of therapeutics includes VICTAS®, an antibacterial preparation, and APINAC® for treating canine chronic heart failure. PRONAMID®, Japan’s first canine gastroprokinetic agent for the improvement of gastrointestinal motility, which was newly developed as a veterinary medicine from pharmaceutical product GASMOTIN®. We are also aggressively developing new products, including a treatment for canine idiopathic epilepsy that is now in the clinical trial stage by newly developing pharmaceutical product EXCEGRAN® as a veterinary medicine. Other products include canine and feline therapeutic nutritional formulas under the Prescription Diet® brand of Hill’s Pet Nutrition, Inc., and LifeChip, radio frequency identification (RFID) microchips for dogs and cats. In addition, we sell URSO® for farm animals and inactivated iridovirus vaccine for aquaculture. We expect to put our emphasis on sales of these types of products aimed at disease prevention through immunostimulation to further contribute to food safety and reliability. On July 1, 2010, the animal health products business was split off into a new independent subsidiary, DS Pharma Animal Health Co., Ltd. This will allow it to develop the animal health products business more flexibly and dynamically for further growth and expansion, while maintaining and strengthening ties with pharmaceutical operations. Food and Speciality Products In the food and food additives business, DSP draws on the natural material and processing technologies cultivated in its pharmaceutical business to develop and sell ingredients for use in manufacturing safe, high-quality food products. In the polysaccharide business, we provide a diverse array of polysaccharide products tailored to 30 Dainippon Sumitomo Pharma Co., Ltd. customer needs. They include GLYLOID® (tamarind gum), the first product of this kind successfully produced on an industrial scale, and ECHO GUM® (xanthan gum), which the Company was the first to bring to the Japanese market. In the seasoning business, we utilize our extraction and processing technologies to create an authentic and delicious bouillon soup from safe and reliable livestock ingredients. In the sweetener business, DSP provides MIRASEE®, a neotame preparation. Neotame is a highintensity sweetener with about 10,000 times the sweetness of sugar and a clean taste. DSP has been committed to its speciality products business for more than 90 years. Main business areas and products include electronic chemicals, chemicals for personal care such as natural polysaccharides and their derivatives, and pharmaceutical excipients. DSP is leveraging its advantage as a pharmaceutical manufacturer to expand its business as a chemical supplier. The Food and Speciality Products business merged with Dainippon Sumitomo Pharma Group company Gokyo Trading Co., Ltd., and made a new start as DSP Gokyo Food & Chemical Co., Ltd. on July 1, 2010. It will work to expand business through its integrated research, development and sales operations. Diagnostics and Research Materials We develop and sell useful diagnostics and research materials to help ensure accurate and timely treatment and to facilitate research related to medical care. In the diagnostics business, we supply in-vitro diagnostics with a focus on bone and calcium metabolism and point-of-care testing (POCT) products such as diagnostics for influenza and other infectious diseases and for acute myocardial infarction. The research materials business primarily supplies products related to cell cultures, including cells, culture media and serum. It also sells research reagents, measuring instruments for research use and image analyzers for small animals. T he diagnostics and research materials business is handled by Dainippon Sumitomo Pharma Group company DS Pharma Biomedical Co., Ltd. S ocial Responsibility of Dainippon Sumitomo Pharma Contents Corporate Social Responsibility (CSR) 32 Initiatives for Patients and Healthcare Professionals 34 Working with Society 36 Initiatives for Employees 37 Environmental Activities 38 Initiatives in Fiscal 2009 40 Annual Report 2010 31 Corporate Social Responsibility (CSR) We view CSR as the daily pursuit of our mission by each DSP member. ■ Corporate Mission To broadly contribute to society through value creation based on innovative research and development activities for the betterment of healthcare and fuller lives of people worldwide. ■ Management Mission o contribute to healthcare and people’s well-being based upon the principles of patient-oriented ● T management and innovative research ● To continuously strive to maximize corporate value through constant business development and to fulfill shareholder expectations ● To create an environment in which employees can fulfill their potential and increase their creativity ● To maintain the trust of society and to contribute to the realization of a better global environment ■ Declaration of Conduct The Declaration of Conduct is the cornerstone of our efforts to foster shared corporate values, to respond to the demands of law and society from a perspective of CSR and to pursue our corporate activities. 1. C ontribute to people's health, wellbeing and happiness. 2. P ursue trustworthy corporate activities. 3. Positively disclose information and properly manage information. 4. H elp employees demonstrate their abilities. 5. R espect human rights. 6. Positively address global environmental issues. 7. B uild harmonious relationships with society. Fundamental Approach to CSR Initiatives under the Mid-term CSR Policy The mission of DSP toward society is given in the company’s Corporate Mission, and the aim of its operations, which are focused on its stakeholders, is given in the Management Mission. CSR for our company is the daily pursuit of our mission by each DSP executive and employee, never forgetting their position as a member of society. Always keeping CSR at the front of our minds gives us a strong desire to improve the quality of our corporate activities with the aim of being a “company that fulfills missions”. In turn, this serves as the source of our corporate branding. We have also established the Declaration of Conduct as the foundation for the CSR activities of each individual We set and have been promoting activities under a Midterm CSR Policy that ended in fiscal 2009. The Mid-term CSR Policy was aimed at adding value to our business activities and enhancing our brand power and competitiveness in response to the trust and expectations of society. As a result, all executives and employees now share the company’s philosophy and objectives, are steadily increasing their awareness of CSR and taking pride in the results they have produced under our various initiative themes. Under the second Mid-term Business Plan, which started in fiscal 2010, we will continue to promote CSR activities. We must, however, raise these activities to the next level in an effort to cope with the changes to the increasingly challenging domestic operating environment and the changes in the operating environment as we move toward globalization. Therefore, we have formulated more advanced initiatives in line with the Declaration of Conduct and will carry out our CSR activities according to the content of these initiatives. executive and employee. 32 Dainippon Sumitomo Pharma Co., Ltd. Activities in Fiscal 2009 Items Objectives Main Results in Fiscal 2009 Establishment of our shared, common values among employees • Promoted C&S activities Compliance • Activities to firmly establish the common values among employees • Assessment of employee awareness and feedback of the findings • Reinforcement of the management system • Maintenance and enhancement of risk management systems • Promotion of compliance education Information management • Positive information disclosure Corporate governance Risk management • Reinforcement of information management Provision of products and services tailored to the needs of society • Strengthening of new drug discovery • Acceleration of the R&D process Creation of opportunities for communication Contribution to society under the slogan “Healthy Bodies, Healthy Lives” Development of mechanisms and environments that enhance employees’ initiative and creativity Employee training • Active engagement in PLCM to maximize product value • Effective utilization of proprietary advanced technologies • Enhancement of quality and safety of products • Environment-friendly production and other corporate activities • Development of a system to ensure stable supply of products • Enhancement of customer satisfaction • Development of systems to promote dialog with stakeholders • Enhancement of corporate name recognition • Promotion of exchanges between DSP's business locations and local communities • Publication of detailed CSR report • Contribution to the wellbeing of local communities near DSP business locations • Contribution to promotion of people's health • Support for civic activities that conform to DSP philosophy • Effective use of human resources and assignment of employees to workplaces that best suit their aptitude • Creation of a comfortable and safe workplace environment • Training and employment of skilled personnel • Conducted awareness survey and publicized the results • Continued initiatives for J-SOX • Implemented in line with risk management program • Implemented basic compliance training • Had employees sign oath of ethical corporate behavior • Made accurate and timely disclosure of significant management information • Took technological measures and revised rules to reflect changes in the social environment and advances in information technology • Utilized new techniques and methodologies (Electronic Data Capture1, Adaptive Design2, etc.) and promoted thorough standardization • Promoted research tie-ups with outside research institutions • Emphasized validation of pharmacological concepts, and conducted research with a focus on formulating evaluation procedures, selection criteria and target product profiles for new candidate compounds • Use of bio-markers • Launched convenient orally disintegrating tablet that is easy to take, easy to handle • Advanced Omics analysis and development of proprietary technology • Began use of Product Information System • Carried out green product development • Created a backup system for alternate production, etc. • Enhanced Product Information Center • Established system for cooperation in external surveys, etc. • Ran TV commercials, newspaper advertisements, etc. • Participated in community activities • Issued CSR Report 2009 • Participated in local community activities • Contributed to promotion of people’s health • Donated funds to three organizations • Conducted interviews based on self-reporting • Implemented health and safety campaign and took proactive measures to prevent industrial accidents and injuries • Enhanced level-based training, global personnel training and personal development support Notes: 1. Electronic Data Capture: A system for actively gathering clinical trial data via the Internet 2. Adaptive Design: Clinical trial design in which the results of an interim analysis are used to decide whether to change the trial design midway through the trial, and whether to stop or continue the trial Annual Report 2010 33 Initiatives for Patients and Healthcare Professionals DSP will contribute to society by continuing to offer quality products and services through its ordinary course of business in response to the needs of society. Responding to the Needs of Patients Development of New Drugs that Meet Patient Needs Initiatives on PLCM in Response to Patient Needs Launch of MIRIPLA®, a Therapeutic Agent for Hepatocellular Carcinoma Original New Formulation Technology SUITAB-NEX® In January 2010, we launched the hepatocellular Patients receiving drug therapy often have to deal carcinoma therapeutic agent MIRIPLA®. with the burden of medications that are hard to swallow or difficult to use. Product Life Cycle Various therapies are available for hepatocellular carcinoma. However, anticancer drugs suspended in Management (PLCM) is the process we use to an oil-based imaging agent are administered through continually improve our products to help lessen the the hepatic artery using a catheter (a therapy known burden on patients and make greater contributions to as lipiodolization) for tumors that are growing fast or medical care. One of our successes in this effort is difficult to remove surgically. SUITAB-NEX ® , a state-of-the-art formulation MIRIPLA® was approved for the indication of lipiodolization in hepatocellular carcinoma. MIRIPLA technology that enables the evolution of “universal ® design” drug formulations. is first suspended in a special oily lymphographic agent, which facilitates retention at the tumor site is intended for ease of use by as many people as when administered into the hepatic artery. possible, not tailored to specific individuals. Lipiodolization uses this property to retain the anticancer agent in the tumor, making it effective in universal design drug formulation: improvement of killing the cancer cells. palatability, improvement of stability, and improvement of ease of handling. In consideration of small children Adverse events such as vascular disorders in Universal design refers to a product design that With SUITAB-NEX®, we added three features to the hepatic artery have been reported with preceding and the elderly, we are making tablets more palatable drugs that are used for lipiodolization in hepatocellular by using a particulate coating on the active ingredients carcinoma treatment. Other anticancer agents are to lessen the unpleasant bitter taste when the tablet unsuitable for use as a suspension in oil-based disintegrates in the mouth. Additionally, we design contrast agents because they are water-based, and formulations to harden the tablets while maintaining thus their retention in the tumor cannot be expected. their ability to disintegrate quickly. This makes the Because MIRIPLA® has high lipid solubility and tablets easier to handle and improves their stability excellent suspensibility, the suspension is easily after opening, both in single-dose packages and adjustable. In addition, it has good retention in the no-packaging applications. tumor, where its active substance is released gradually. As a result, it has less impact on the body and is AMLODIN® OD tablets and other products, is helping expected to produce fewer side effects. to improve treatment of hypertension and angina pectoris. Hepatocellular carcinoma affects an estimated This new technology, already utilized in 70,000 people in Japan and 570,000 worldwide. Patient expectations are high for MIRIPLA® and we all of our products to meet the needs of patients, We are committed to formulation expansion of believe it can contribute significantly to the treatment gradually lessening the burden for patients undergoing of liver disease. drug therapy and providing a greater contribution to medical care. 34 Dainippon Sumitomo Pharma Co., Ltd. New Personnel System Experts Creative Staff Managers Specialists Job categories are classified by duties, roles and expectations to clarify the appropriate employment formats. F (Fresh) Creating Opportunities for Communication (管理監督者 Product Information Center comments on the website content and opinions The Product Information Center was established to related to their health issues from the patients who handle internal and external inquiries concerning requested our pamphlets. We are using this direct DSP’s pharmaceutical products. The center receives feedback of toInquiries provide appropriate Subjects (April 1, 2009 – drug March information 31, 2010) that directly addresses the feelings of patients and an average of approximately 300 inquiries each day Drug families. formulation their their families and DSP medical representatives (MRs). enhanced our e-mail magazines. In addition to the The center conducts various initiatives that help to improve relationships of trust with customers. For On our site for healthcare practitioners, we have Information / materials 8.5% popular e-mail magazines JWO and NEJM, we now Law / systems / receipt 6.6% example, the center uses DI-SaGaS and other Discontinuation / distribution by 4.8% have eight e-mail newsletters categorized internal information search systems, and maintains a New Personnel System database of frequently asked questions to increase the pharmaceutical industry. We strive to provide 8.3% therapeutic area. This figure is one of the Other highest in the speed and accuracy of responses. In addition, timely and high-quality information toクリエイティブ increase エキスパート Experts are scrutinized Creative Staff Managers responses and secured throughSpecialists a customer satisfaction. mechanism of applying for approval of response results, followed by approval another Job by categories aremember. classified by duties, roles and expectations to clarify the In addition, the centerappropriate shares information, F (Fresh) employment formats. MR 生産物流職 研究職 Requests for Pamphlets 営業職 標準業務系 スタッフ職 (Age) 70 and over 60∼69 and a summary of the response, with the MR in 50∼59 charge through e-mail notification. General Health Information Female Male 40∼49(管理監督者) 30∼39 reflect what customers need. 働き方を明確にしています フレッシュ 0 10∼19 Subjects of Inquiries (April 1, 2009 – March 31, 2010) Clinical usage 23.6% 職群を区分し、ふさわし 20∼29 Under 10 Drug formulation 29.2% スペシャリスト 職務・役割・期待によっ 企画系 Site of Gastrointestinal スタッフ職 including questions from healthcare professionals satisfaction by ensuring that its areas of focus clearly マネージャー (管理監督者) 開発職 研究補助職 Symptoms Female Male The center also seeks to raise customer 研究補 標準業 スタッ Safety 19.0% Clinical usage 23.6% from healthcare professionals, as well as patients and 29.2% 生産物 0 生産物流職 20 MR 40 60 研究補助職 80 Medical Information Website Initiative 120 開発職 Medical Information Sites on DSP’s Website (千kl/年) (Japanese version) 100 最終処分量 ’ 90年度比率 80 196 140 160 (Requests) 企画系 スタッフ職 CO2排出量の推移 Information / materials 8.5% Law / systems / receipt 6.6% Discontinuation / distribution 4.8% Other 8.3% 100 営業職 標準業務系 スタッフ職 Safety 19.0% 0 研究職 250 215 213 80.75 73.49 79.99 60 200 150 We have a website dedicated to patients and their families, and everyone who hopes to have Requests for Pamphlets informational pamphlets on diseases can request 40 70 and over them through it. In 2009, we were pleased to receive Site of Gastrointestinal 20 (Age) 60∼69 continuous Symptoms Female Male requests from individuals from a wide Health Information 50∼59of ages. At the same time, weGeneral range received their Female Male 37.56 50 0 Site of Gastrointestinal 0 Symptoms ’ 90 40∼49 30∼39 20∼29 10∼19 100 0 ’ 07 20 ’ 08 ’ 09 40 20 40 General Health Information 0 60 80 Annual Report 2010 100 35 Working with Society We proactively conduct initiatives that help to realize our corporate slogan – “Healthy Bodies, Healthy Lives”. Our Approach to Social Contribution As a good corporate citizen, we respect the local culture and traditions wherever we do business and contribute to the development of our communities through our corporate activities. To that end, DSP prompts each of its employees to be aware of their responsibility as members of their local communities, think what they can do for the community and act for its continued development. As a company specializing in life sciences, DSP remains committed to contributing to the well-being of local communities to build harmonious relationships with society. Donations by Employees DSP’s social contribution activities include fundraising from executives and employees of DSP and its group companies, as well as donations from the companies themselves. These funds are donated to organizations as determined by employees and help to support the Company slogan, “Healthy Bodies, Healthy Lives”. In fiscal 2009, as in the previous year, donations were made to Japan Hearing Dogs for Deaf People; the non-profit organization “Asobi no Volunteer”, which conducts activities including playful interaction with sick children; and five Clubhouses recognized by the International Center for Clubhouse Development. Through these activities, we were able to reaffirm the importance of taking the initiative to address various issues in society. We provide support for training of hearing dogs, which serve as “ears” for the hearing impaired. DSP provides support for “Asobi no Volunteer”, which helps sick children and their families through playful interaction. 36 Dainippon Sumitomo Pharma Co., Ltd. Aid for Victims of the Haiti Earthquake The Dainippon Sumitomo Pharma Group donated relief funds totaling ¥10 million for the damage caused by the magnitude 7.0 earthquake that struck Haiti in January 2010. The funds were donated by DSP and its U.S. subsidiary, Sepracor, through the Japanese Red Cross and the American Red Cross, respectively. Japan Epilepsy Research Foundation This foundation operates using funds from DSP and other contributors and holds research conferences, publishes literature and engages in other efforts aimed primarily at furthering the research and treatment of epilepsy. In fiscal 2009, the foundation helped subsidize the work of 15 epilepsy researchers. DSP will continue to contribute to the medical care and well-being of society by providing support for this foundation. TOPIC Acorn Collecting for Local Schoolchildren at the Osaka Center Innocent Cries of Delight Ring Out in the Autumn Skies In addition to company-wide activities such as donation campaigns, each DSP work site conducts social contribution activities tailored to the needs of its local community. The Osaka Center, as part of its local activities, supports field trips each fall for neighborhood kindergarten and first-grade students. In 2009, the center held an acorn collecting event on its premises, an activity that fewer and fewer children have been able to experience in recent years. Children squeal with delight as they collect acorns. Initiatives for Employees We believe that energizing the organizational climate and providing a challenging, secure workplace are key CSR issues. Promotion of C&S Activities As DSP takes a major step forward, all employees must share the company’s values, change their thinking and boldly work on their respective missions in order to continue to be a “company that fulfills missions”. We have therefore adopted the mottos “Change for Challenge!” and “Seek Something New!” to inspire employees to work on the various tasks involved in achieving their missions from a different perspective. Under these mottos, we are working to foster a corporate culture that embraces the new and to promote a dynamic atmosphere aimed at realizing our vision. Each department in the company is now implementing the “C&S” (the initial letters in the mottos) Campaign to promote the spread and practice of this thinking among employees. The C&S Campaign has been a successful attempt to organize and share anew the values of DSP with all company employees and thus energize the organizational climate. Ongoing Health and Safety Initiatives and Their Results At DSP, annual action plans based on the company-wide Safety and Health Policy and the Mid-term Action Plan are prepared for 11 business sites. Based on these action plans, various health and safety activities are implemented according to the kind of work performed at each site, with a focus on health and safety risk assessments, to prevent work-related accidents before they occur. Ongoing measures include training by job level, sharing of work-related accident information to prevent similar accidents, and initiatives during National Safety Week. As a result of these initiatives, in fiscal 2009 three business sites – the Ibaraki Plant, Oita Plant and Osaka Research Center – achieved accident-free records (zero lost-time and non-lost-time accidents). We will continue to promote health and safety activities throughout the company to maintain safe and comfortable workplace environments and further improve such environments. New Personnel System Crisis Management DSP revised its personnel system in July 2010 with an emphasis on shifting from integration to change. In the former personnel system, which we established after the merger in 2005, we had focused first on unifying the systems of our former companies. The revisions are aimed at reinforcing our corporate competitiveness, promoting leaner organization and supporting achievement of the Mid-term Business Plan by raising our specialties to the world-class level; enhancing the professionalism of all employees; and further raising productivity. Swift and sure action within the corporate structure is needed in the event of an emergency such as a major disaster or accident. We responded to the worldwide H1N1 influenza pandemic according to our prior plans. First, we set up a countermeasure headquarters when the outbreak occurred and took thorough measures at each site to prevent infections and their spread. Departments also prepared for an increase in absentees by rearranging work assignments and taking other measures to ensure business continuity. We revised our existing guidelines and are prepared for a second wave of influenza. In addition, we updated the Disaster Countermeasures Manual, established a system for confirming the safety of クリエイティブ マネージャー スペシャリスト employees andエキスパート generally strengthened our ability to (管理監督者) respond to an emergency situation. Furthermore, we MR 研究職 生産物流職 開発職 focused on enhancing security measures, including 研究補助職 営業職 improving the storage of important data and installing 標準業務系 職務・役割・期待によって 企画系 スタッフ職 entry control systems at business sites. 職群を区分し、ふさわしい スタッフ職 New Personnel System Experts Creative Staff F (Fresh) Managers Specialists Job categories are classified by duties, roles and expectations to clarify the appropriate employment formats. 働き方を明確にしています (管理監督者) フレッシュ Annual Report 2010 37 Environmental Activities DSP is working to reduce its burden on the environment in all of its business activities by setting basic environmental policies and recognizing its responsibility for its own environmental impact. DSP’s Environmental Vision DSP understands that the global environment is entering a critical phase. As a company that aims to protect people’s lives and their health, DSP makes all-out efforts to realize a world that is prosperous and nice to live in, by proactively working for environmental protection and creating a recycling-oriented society through the company’s business activities. Overview of the Environmental Burden DSP’s business activities affect the environment in various ways at every stage, from research and development through manufacturing, logistics and marketing, up to the use of its products by customers. All our employees are aware of this environmental impact and work to reduce the environmental burden. Corporate CorporateMission Mission Basic Basic Environmental Environmental Policies Policies Environmental Environmental protectionactivities activities protection involving the involving the whole company whole company Toformulate formulatebasic basic To environmentalpolicies policies as as environmental pillarsofofenvironmental environmental pillars activitiesthat thatthe thecompany company activities shouldundertake. undertake. should Compliance with Environmental Compliance with Environmental protection activities laws and regulations, regulations, protection activities laws and and voluntary for regional and initiatives voluntary forcommunities regional initiatives communities Mid-term Environmental Plan Mid-term Environmental Plan Annual Implementation Plan Annual Implementation Plan DSP will proactively address DSP will environmental proactively address global issues. global environmental issues. Dainippon Sumitomo Pharma Co., Ltd. To formulate a Mid-term To formulate a Mid-term Environmental Plan comprising Environmental Plan comprising specific measures for specific measures for implementing the basic implementing the basic environmental policies. environmental policies. Water Water Consumption Consumption Total energy consumption: consumption: 49,554 kl Raw Rawmaterials materialsfor forproducts products (excluding (excludingmetals): metals):4,894 4,894t t (PRTR (PRTRsubstances substancesininthe theabove: above: 2,042 2,042t)t) Raw Rawmaterials materialsfor forproducts products (metals): (metals):99t t Product Productpackaging packagingmaterials: materials: 1,105 1,105tt Tap Tapwater: water: 384,000 384,000t t Electric power: 27,448 kl Fossil fuels: 22,106 kl (Gasoline in the above: above: 1,810 1,810kl) kl) Industrial Industrialwater: water: 604,000 604,000t t Ground Groundwater: water: 296,000 296,000t t To formulate an Annual To formulate an Annual Implementation Plan as Implementation Plan as an action plan for achieving an action plan for achieving the goals of the Mid-term the goals of the Plan. Mid-term Environmental Environmental Plan. The Declaration of The Declaration Conduct is the of Conduct is the document on which document on which each employee should each employee should rely while executing rely while executing environmental activities. environmental activities. Sales Salesand and marketing marketing Head Head office office Research Research and and development development Released into the Released into the Atmosphere Atmosphere OUTPUT OUTPUT Declaration of Conduct Declaration of Conduct 38 RawMaterial MaterialConsumption Consumption Raw Communication Communication Business BusinessActivities Activities Education and Education and awareness awareness promotion promotion INPUT maintainthe thetrust trustofofsociety societyand andtotocontribute contribute ToTo maintain the realizationofofa abetter betterglobal globalenvironment environment toto the realization Development Development productsand and ofof products technologies technologies withless less with Promotion environmental Promotion of of environmental business activities burden business activities burden with less with less environmental environmental burden burden Energy Consumption Consumption (kl crude oil equivalent) equivalent) Management ManagementMission Mission Manufacturing Manufacturing CO2 emissions CO 2 emissions (from energy sources): (from sources): 87,923energy t 87,923 t Organic chlorinated Organic chemicalchlorinated substances: 23.7 t chemical substances: 23.7 t SOx: 0.1 t SOx: 0.1 t NOx: 20.3 t NOx: 20.3 t Ash dust emissions: 0.6 t Ash dust emissions: 0.6 t PRTR substances: 24.4 t PRTR substances: 24.4 t Prescribing Prescribing Logistics Logistics Released into Released into Water Systems Water Systems Total amount of Total amount of wastewater: wastewater: 1,177,000 t 1,177,000 t BOD: 20.7 t BOD: 20.7 t COD: 12.2 t COD: 12.2 t Phosphorus: 0.2 t Phosphorus: 0.2 t Nitrogen: 3.0 t Nitrogen: 3.0 t PRTR substances: 0.038 PRTR tsubstances: 0.038 t Note: The BOD, COD, nitrogen Note: phosphorus, The PRTR BOD, substances COD, and phosphorus, shown here arenitrogen the and PRTR substances amounts released into shownwaterways here are the public and amounts systems. released into sewerage public waterways and sewerage systems. Amount of Used Amount ofand Used Containers Containers and Packages: Packages: 1,105 t 1,105 t Waste Waste Amount of waste produced: Amount 11,040 t of waste produced: 11,040 t Amount recycled: 4,739 t Amount recycled: 4,739 t Amount of final disposal: 35 t Amount of final disposal: PRTR substances: 1,832 t 35 t PRTR substances: 1,832 t Mid-term Environmental Plan (Fiscal 2009 -- Fiscal 2011) DSP has formulated the Mid-term Environmental Plan to clearly define key objectives in environmental activities and to form an action plan for achieving and continuously improving on these objectives. During fiscal 2009, we made steady progress in most areas but fell short of some targets. We will continue activities for further improvement. Degree of progress: ◎ : Goal achieved ○ : Steady progress made toward objective △ : Progress somewhat behind schedule × : Progress significantly behind schedule Goals of Special Importance 1. To enhance the environmental preservation promotion system Objectives (1) To establish and implement a green procurement system To establish and implement a green logistics (2) system To implement green product development (3) 8. To support social contribution activities 9. To enhance environmental education (4) To establish and implement a system for green equipment designing (1) To reduce atmospheric emissions of dichloromethane, chloroform and 1,2-dichloroethane by 20% or more by FY2009 based on the FY2003 levels [1] Numerical targets: (1) To reduce CO2 emissions for the whole company to the level of the benchmark year (FY2006) by FY2012 To improve the specific energy consumption and (2) CO 2 emission rate for the whole company by 1% or more per year [ 2] Activity targets: (1) To promote greening of the company’s work sites (2) To promote the introduction of energy-efficient equipment and machinery at the company’s work sites To promote the use of renewable energy at the (3) company’s work sites To promote efficiency in all types of business (4) operations at the company’s work sites (5) To promote visualization of energy use at work sites (1) To promote the saving of resources and recycling, and to reduce waste: Maintain final landfill disposal by the entire company at less than 1% of waste generated To promote zero emissions: (2) ・ A pplicable work sites (sites that discharge industrial waste): Reduce final landfill disposal of industrial waste to less than 1% of amount generated (by FY2009) ・ Other sites (sites that do not discharge industrial waste): Achieve complete recycling of recyclable waste (by FY2009) (1) To establish and implement environmental safety measures in contract production (1) To support environmental safety activities of group companies (1) To understand environmental risks that corporate activities can present to the local community To disclose suitable information to the local (2) community in an appropriate way To participate actively in local environmental (3) activities (1) To support and collaborate with environmentrelated social contribution activities (1) To develop and implement educational programs 10. To train employees (1) To train key persons in environmental management 2. To reduce emissions of chemical substances 3. To promote energy saving and prevent global warming 4. To reduce waste 5. To be conscious of environmental safety in contract production 6. To promote communications with group companies 7. To promote communications with local communities Progress in Fiscal 2009 Degree of Progress (1) N ow implementing standards for formulating guidelines and guidelines for 4 types of items, including office supplies (2) Now implementing green logistics guidelines ◎ (3) Implementing in Manufacturing Division and Technology Research & Development Division (4) Implementing in Manufacturing Division, Drug Research Division and General Affairs Department (1) C ompared to FY2003, dichloromethane increased by 35%, 1,2-dichloroethane decreased by 71% (target achieved), and chloroform decreased by 14% ◎ [1] Numerical targets: (1) C O 2 emissions for the whole company in FY2009 were 107.1% of the level in FY2006 (2) Specific energy consumption for the whole company worsened by 1.5% and CO 2 emission rate worsened by 1.4% [ 2] Activity targets: (1) Green cover expanded at Osaka Center (2) Considered various measures at each work site and in Environment & Safety Department (3) Considered various measures at each work site and in Environment & Safety Department (4) C onsidered various measures at each work site and in Environment & Safety Department (5) Considered various measures at each work site (1) Maintained at less than 1% (FY2009 result 0.3%) ◎ ◎ × △ × ○ ○ ○ ○ ○ ◎ (2) Achieved zero emissions at sites that discharge industrial waste (4 factories, 2 research laboratories). Sites that do not discharge industrial waste made progress in recycling recyclable waste ○ (1) M anufacturing Division provided information to contract manufacturers (1) H eld meeting in April 2009 to exchange information on energy management of domestic group companies (1) G ained understanding of most risks, and are implementing countermeasures (2) Implementing appropriately ○ (3) Actively participating at each work site ○ (1) C onsidered implementation within the framework for CSR activities of the whole company (1) C reated and implemented a setup for education by job level, education of all employees, and support for education conducted by work sites △ (1) Training taking place at each work site ○ Annual Report 2010 ○ ○ ○ ○ 39 Initiatives in Fiscal 2009 We have evaluated our fiscal 2009 initiatives in the Mid-term Environmental Plan, and will link the results to further progress. Improvements in Environmental Preservation Promotion Systems At DSP, we are taking proactive initiatives to reduce the burden on the environment throughout the company. These include creating and implementing environmental preservation promotion systems, including green procurement, green logistics, green product development, and green facilities design. In エネルギー使用量の推移 エネルギー使用量の推移 fiscal 2009, we demonstrated concern for the environment in various ways. Among our initiatives, (千kl/年:原油換算) (千kl/年:原油換算) 50.3 50.3 49.6 we 50 applied green facilities design to49.6 the construction 50 45.9 of a new lodging45.9 facility at the Sanda Training Center, including installation of EcoCute energy-efficient heat 40 40 pumps, LED lighting in training rooms, and double-glazed glass in guest rooms. 30 30 20.5 20.5 20 20 Reduction of Chemical Substance Waste 10 10 Dichloromethane, chloroform, 1,2-dichlorethane and other chemical substances are causes of 0 0 atmospheric implementing ’ 91 pollution. ’ 91 ’ 08 ’ 08DSP ’ 09 is’ 09therefore ’ 10 (3月期) ’ 10 (3月期) countermeasures, such as installation of recovery equipment. In fiscal 2009, the amount of chloroform and 1,2-dichloroethane released into the atmosphere declined in comparison to the previous fiscal year but the amount of dichloromethane increased. Dichloromethane emissions are expected to decline dramatically as recovery equipment installed in the new drug formulation facility at the Suzuka Plant goes into full operation. Efforts on Energy Conservation and Global Warming Prevention Measures to combat global warming are a top-priority COissue CO 2排出量の推移 2排出量の推移 廃棄物の推移 廃棄物の推移 around the world. At DSP, we are actively taking advantage of new energy technologies that (t/年) (t/年) (千t/年) (千t/年) reduce 100 100 CO 2 emissions and using energy efficiently in12,000 12,000 最終 89.1 89.1 all areas of our business. At87.9 the87.9 same time, we are ’ 91年 81.7 81.7 10,000 10,000 working to reduce our greenhouse gas emissions. In 80 80 fiscal 2009, our company-wide energy usage and 8,000 8,000 CO260emissions were slightly lower than in the previous 60 fiscal year. While the start of full operation of the new 6,0006,000 drug formulation facility at the Suzuka Plant increased 40 4037.6 37.6 energy usage, the success of our energy conservation 4,0004,000 2,669.0 2,669.0 measures contributed to the overall decrease. We 20 20 2,000 2,000 made various investments related to reducing energy 443 4 use during the past fiscal year, including starting 0 0 0 0 (3月期) ’ 91 of’ 91 ’ 08 ’ 08 ’ 09 ’ 09 ’ 10 (3月期) ’ 10 at ’ 91 ’ 91 renewal co-generation facilities the Central Research Laboratories. We will continue our efforts to reduce greenhouse gas emissions in all of our business activities. Note: CO2 conversion factors used in this publication use the values prescribed within the company. Thus, the figures may differ from those reported in accordance with the Law Concerning the Promotion of Measures to Cope with Global Warming and other standards. Energy Energy Consumption Consumption CO2CO Emissions 2 Emissions Waste Waste Recycling Recyc (Thousand (Thousand kl / Year: kl / Year: crudecrude oil equivalent) oil equivalent) (Thousand (Thousand tons /tons Year)/ Year) (Tons (Tons / Year)/ Year) 50 50.3 50.3 49.6 49.6 50 45.9 45.9 100 100 Amoun ’90=1 12,000 12,000 89.1 89.1 87.9 87.9 81.7 81.7 40 40 80 80 30 30 60 60 40 4037.6 37.6 10,000 10,000 8,000 8,000 20 20 6,000 6,000 20.5 20.5 4,000 4,000 40 10 10 20 20 0 0 0 0 ’ 90 ’ 90 ’ 07 Dainippon Sumitomo Pharma Co., Ltd. ’ 07 ’ 08 ’ 08 ’ 09 (FY) (FY) ’ 09 2,669.0 2,669.0 2,000 2,000 ’ 90 ’ 90 ’ 07 ’ 07 ’ 08 ’ 08 ’ 09 (FY) (FY) ’ 09 0 0 443 4 ’ 90 ’ 90 期) Y) Waste Reduction Environmental Accounting Report – Summary DSP actively employs the “3 Rs” (Reduce, Reuse, DSP practices environmental accounting to obtain a Recycle) to make effective use of finite resources. In quantitative understanding of the investment in and fiscal 2009, we reduced the amount of landfill (buried) cost of environmental protection, and to determine the waste generated by the whole company to just 7.6 effects of the investment and its cost-effectiveness. percent of the level in fiscal 1990. This is the result of our initiatives at each work site, including thorough separation of waste and consignment of recyclable Period covered: April 1, 2009 to March 31, 2010 materials to outside waste disposal companies. 廃棄物の推移 We are also promoting zero emissions, defined Scope: The entire company (t/年) (%) 発生量 as less than 1 percent of the volume of リサイクル量 landfill (buried) 100 12,000 最終処分量 waste produced. Since fiscal 2008, we11,040.4 have ’ 91年比率 10,462.3 achieved or maintained zero emissions at all of our 10,000 9,495.4 80 plants and research laboratories. At the Suzuka 8,202 7,615 8,000 landfill waste declined substantially Plant, to 2.2 tons in fiscal 2009 from 9.8 tons in the previous fiscal year. 60 6,000 Recycling volume was down significantly from 4,739 the previous fiscal year, but this was due to the 4,000 temporary2,669.0 suspension of processing facilities at the 2,000 disposal company, which14prevented 12 the Oita Plant ’ 91 ’ 08 ’ 09 ’ 10 (3月期) The total amount of environmental investment in fiscal 2009 was ¥15 million. Major investments included greenery work at the Osaka Center (¥9 40 million) and installation of emergency shutoff valves in wastewater treatment facilities (¥4 million). The cost 20 of environmental protection in fiscal 2009 was ¥1,185 million, and the economic benefit from environmental 8 from recycling443 alkali waste. 0 Method of compiling: Compiled based on the “Environmental Accounting Guidelines 2005” (Ministry of the Environment, Japan) 0 protection measures was ¥25 million. Environmental Accounting Results (Millions of Yen) FY2007 Environmental investment Cost of environmental protection Economic benefit Waste Recycling (Tons / Year) Waste generated 10,462.3 10,000 8,000 80 7,615 60 140 15 1,498 1,226 1,185 131 161 25 A more detailed report and environmental performance data are available on our website: URL 6,000 4,739 40 4,000 2,669.0 2,000 0 57 100 11,040.4 9,495.4 8,202 FY2009 Amount recycled (%) Amount of final disposal ’90=100% 12,000 FY2008 14 12 443 ’ 90 ’ 07 ’ 08 http://www.ds-pharma.com/ csr/environmental_plan.html 20 8 ’ 09 (FY) 0 Annual Report 2010 41 Corporate Governance Basic Approach to Corporate Governance DSP recognizes that strengthening corporate governance is a key managerial responsibility to ensure sustained augmentation of corporate value — one of the missions entrusted to management by shareholders and other stakeholders. DSP has a corporate auditor system. With the introduction of an executive officer system, the Company separates management oversight from operational execution in a way that promotes delegation of authority while clarifying operational responsibility, thereby realizing a faster and more transparent decision-making process. Factors that Could Significantly Influence Corporate Governance Holding a 50.22% share of voting rights, Sumitomo Chemical Co., Ltd. is the parent company of DSP. However, DSP is not subject to any restraints in its business operations. One employee of the parent company has been appointed as an outside corporate auditor of DSP, but the management of DSP is independent from the parent company since no directors of Sumitomo Chemical sit on the Board of Directors. DSP also retains some personnel seconded from the parent company based on DSP’s own judgment, but believes it has no influence on the Company’s business operations. Respect for autonomy is affirmed by the parent company and DSP’s independence is maintained. Therefore, DSP believes that having a parent company does not undermine the interests of general shareholders. Management Structure コーポレート・ガバナンス体制図 The Board of株Directors meets at least once a month. The 主 総 会 Chairman of DSP presides over the board meetings which 選任/解任 選任/解任 選任/解任 are attended by all the directors and all the auditors. DSP has取締役会 a Management Committee, composed of 監査役会 会計監査人 監査 executive 監査役 several 取締役 officers, which serves as a 監査 選定/解職 監査 of DSP in his consultative body to assist the President decision-making. As a rule, the Management Committee convenes at代表取締役 least twice a month to deliberate on important business matters, guided by the basic policies made by the Board of 経営会議 Directors. As an additional 執行役員会 measure to ensure that top managers are fully aware of 内部監査部 the operational status of the business and related 監査 important matters, DSP has instituted the Executive 執行役員 Committee, which consists of all the executive officers 各業務担当部門 and convenes at least once a month as a rule. 42 Dainippon Sumitomo Pharma Co., Ltd. Audit System DSP has appointed five corporate auditors, three of whom are outside auditors. One of the outside auditors is registered as an independent officer with Tokyo Stock Exchange, Inc. and the Osaka Securities Exchange. The outside auditors contribute statements from their respective professional viewpoints, thus enhancing the Company’s auditing system. As a rule, the Board of Auditors, composed of all the corporate auditors, meets once a month to discuss and decide important audit-related matters and review the agenda for board meetings. In line with the audit policy and task allocation determined by the Board of Auditors, each corporate auditor endeavors to communicate with directors, the employees belonging to the internal auditing department and other relevant sections, the corporate auditors in the parent company of the Company, and other parties to gather information and maintain an environment conducive to the auditing process. Corporate auditors attend key business meetings including those of the Board of Directors and the Management Committee. They receive reports from directors and employees on the status of task execution, requesting explanation as necessary and viewing significant approval forms and other documents. This enables the Corporate Auditors to take a proactive internal auditing stance, focusing in particular on legal compliance and the efficiency of business operations. Internal audits are carried out by the Internal Audit Department, which reports directly to the President of DSP. The Internal Audit Department conducts audits in accordance with the audit plan Corporate Governance Structure General Shareholders’ Meeting Election/ Dismissal Election/ Dismissal Board of Auditors Corporate Auditors Accounting Auditor Board of Directors Audit Audit Election/ Dismissal Directors Election/Dismissal Audit Representative Directors Management Committee Executive Committee Internal Auditing Audit Executive Officers Departments developed at the beginning of each fiscal year. Accounting audits are handled by KPMG AZSA LLC. Corporate auditors, accounting auditors and internal auditors meet periodically to exchange information and enhance cooperation. Establishment of an Internal Control System The Board of Directors of DSP passed a resolution on the basic policies for the establishment of a system to ensure appropriate business operation. The status of implementation efforts pursuant to the basic policies for each year is reported at the Board of Directors meeting held in the last month of the fiscal year and the basic policies are revised as necessary to improve the system. Internal Control over Financial Reporting With the introduction of the internal control reporting system, the Company is also implementing activities to further raise management efficiency and transparency, the appropriateness of business operations and the credibility of financial reporting. In fiscal 2009, the Company evaluated the improvement and operation of internal control over financial reporting. The results confirmed that there are no significant deficiencies in the Company’s internal control over financial reporting. Basic Policy for Management of Sepracor The Company manages Sepracor according to the following five principles of governance: • To share its Management Mission • To determine global strategies through discussion with Sepracor • To determine Sepracor’s important management issues through its Board of Directors • To determine North American operations on Sepracor’s responsibilities • To strive to maximize the business value and synergies of the DSP Group Compliance The Company has declared both internally and publically its commitment to “abide by laws and regulations, and conduct corporate activities in a transparent and fair manner with high ethical standards”. The Compliance Committee, presided over by the executive officer in charge of compliance, met twice in fiscal 2009. The committee ascertained the status of compliance efforts throughout the Company and issued reminders, recommendations and advice as necessary to the parties concerned. In addition, a compliance hotline has been set up for use within and outside the Company to provide consultation or accept reports in the event that an employee has questions or has obtained information concerning violations related to compliance. As an initiative for compliance, company-wide compliance training for all employees was held in May and June 2010. The training covered the Foreign Corrupt Practices Act and served to increase employee awareness of corrupt practices. Annual Shareholders’ Meeting and Exercise of Voting Rights The Company endeavors to conduct its annual shareholders’ meetings in an open manner. First, the Company sends out a notice of convocation approximately three weeks before the date of the annual shareholders’ meeting to facilitate the exercise of voting rights. For foreign shareholders, the Company sends out an English-language version of the convocation notice, which is also posted on the Company’s website together with the Japanese version on the day the convocation notices are sent. As to methods of voting, in addition to conventional voting in writing, voting by electromagnetic methods (the Internet, etc.) is allowed. Furthermore, the Company takes measures to add vitality to the annual shareholders’ meeting, including the use of video and narration when presenting business and other reports. At the 190th Annual Shareholders’ Meeting held on June 25, 2010, the number of shareholders who voted in writing or via the Internet was 5,140 (including 178 who were in attendance), and the voting rate (ratio of voting rights exercised to total number of voting rights) was 88.7 percent. Stock Holdings As of March 31, 2010, the Company held 79 issues of stock for purposes other than pure investment, with a total amount on the balance sheet of ¥28,219 million. The stocks were held for purposes including maintaining and strengthening business relationships and fiscal policy requirements. The Company holds no stock purely for the purpose of investment. Annual Report 2010 43 Board of Directors and Executive Officers Seated, from left Standing, from left Yoshihiro Okada Kenjiro Miyatake Hiroshi Noguchi Directors Keiichi Ono Masayo Tada Kazumi Okamura Yutaka Takeuchi Tetsuya Oida Corporate Auditors Masaru Ishidahara Kenjiro Miyatake Ikuo Hino Representative Director, Chairman of the Board of Directors Executive Officer Director, Personnel; Career Development Support; Procurement Full-Time Corporate Auditor Masayo Tada Nobuo Takeda Representative Director, President and Chief Executive Officer Executive Director, International Business Full-Time Corporate Auditor Keiichi Ono Member, Board of Directors, Senior Executive Officer Corporate Communications; Intellectual Property; Drug Research Toshiyuki Aoki Susumu Nakajima Masahiro Kondo Executive Officer Deputy Executive Director, Sales & Marketing; External Affairs Kazumi Okamura Corporate Auditor Member, Board of Directors, Senior Executive Officer Legal Affairs; Environment & Safety; Personnel; General Affairs; Osaka Administration Harumichi Uchida Corporate Auditor Executive Officers Yutaka Takeuchi Senior Executive Officer Executive Director, Sales & Marketing Yukio Kitahara Member, Board of Directors, Executive Officer Executive Director, Manufacturing; Technology Research & Development Yasuji Furutani Yoshihiro Okada Senior Executive Officer Executive Director, Corporate Regulatory Compliance & Quality Assurance Tetsuya Oida Member, Board of Directors Yosuke Fukuhara Executive Officer Deputy Executive Director, Sales & Marketing (New Management System Promotion) Masaharu Kanaoka Executive Officer Executive Director, Drug Research Dainippon Sumitomo Pharma Co., Ltd. Nobuhiko Tamura Executive Officer Executive Vice President, Chief Scientific Officer, Sepracor Inc. Saburo Hamanaka Member, Board of Directors, Senior Executive Officer Executive Director, Strategic Planning & Business Development; Corporate Planning Member, Board of Directors, Executive Officer Executive Director, Drug Development Hiroshi Nomura Executive Officer Director, International Business Strategic Planning and Management; Finance & Accounting; Information Systems Planning; Business Support Center Corporate Auditor Hiroshi Noguchi 44 (As of July 1, 2010) Executive Officer Chairman and CEO, Sepracor Inc. Yoshihiro Shinkawa Executive Officer Deputy Executive Director, Sales & Marketing; Senior Director, Higashi-Nippon Region Yoshinori Oh-e Executive Officer Director, Business Development Yoshiharu Ikeda Executive Officer Director, Corporate Planning Financial Section Contents Six-Year Summary 46 Management’s Discussion and Analysis 47 Consolidated Balance Sheets 56 Consolidated Statements of Income 58 Consolidated Statements of Changes in Net Assets 59 Consolidated Statements of Cash Flows 60 Notes to Consolidated Financial Statements 61 Independent Auditors’ Report 78 Annual Report 2010 45 Six-Year Summary Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries Years ended March 31, 2010, 2009, 2008, 2007, 2006 and 2005 (Fiscal years 2009, 2008, 2007, 2006, 2005 and 2004) Millions of yen Fiscal Year (FY) 2009 2008 2007 2006 2005 2004 Thousands of U.S. dollars (Note 1) 2009 RESULTS OF OPERATIONS: Net sales ¥296,262 ¥264,037 ¥263,993 ¥261,213 ¥245,784 ¥175,088 $3,185,613 Cost of sales 112,263 103,741 1,207,129 Selling, general and administrative expenses 148,374 129,130 124,794 116,312 86,461 52,404 1,595,420 Operating income 35,625 31,166 39,814 45,555 28,886 11,585 383,065 Income before income taxes and minority interests 31,423 32,168 41,457 38,415 25,687 11,686 337,882 Net income 20,958 19,988 25,592 22,605 15,377 6,924 225,355 FINANCIAL POSITION: Current assets ¥287,555 ¥263,540 ¥251,063 ¥234,313 ¥249,733 ¥131,176 $3,091,989 Net property, plant and equipment Total assets 626,743 391,295 399,791 382,535 392,966 201,431 6,739,172 Current liabilities 265,000 53,350 67,915 56,039 80,071 49,196 2,849,462 Long-term liabilities 13,449 13,598 20,484 24,262 16,802 Net assets 343,483 324,496 318,278 306,012 288,633 135,433 3,693,366 OTHER STATISTICS: R&D costs ¥51,371 ¥52,819 ¥47,266 ¥40,870 ¥29,636 ¥17,444 $552,376 Capital expenditures 74,084 18,260 69,105 99,385 70,280 99,346 130,437 111,099 65,241 68,336 32,611 796,602 196,344 6,471 10,569 15,491 9,543 6,616 3,064 69,581 Depreciation and amortization 18,650 11,455 11,870 12,008 8,901 5,233 200,538 Yen U.S. dollars PER SHARE OF COMMON STOCK: Basic net income ¥52.75 ¥50.30 ¥64.39 ¥56.86 ¥54.57 ¥41.76 $0.57 Cash dividends applicable to the year 18.00 18.00 18.00 14.00 12.00 10.00 0.19 Notes1:The U.S. dollar amounts in this report represent translations of Japanese yen, solely for the reader’s convenience, at the rate of ¥93=US$1, the approximate exchange rate at March 31, 2010. 2:Dainippon Pharmaceutical Co., Ltd. merged with Sumitomo Pharmaceuticals Co., Ltd. on October 1, 2005 and changed its name to Dainippon Sumitomo Pharma Co., Ltd. 3:Dainippon Sumitomo Pharma Co., Ltd. (formerly Dainippon Pharmaceutical Co., Ltd.) and its consolidated subsidiaries adopted the new accounting standard for presentation of net assets in the balance sheet from fiscal 2006. In accordance with the adoption of the new accounting standard, net assets in the financial position from fiscal 2004 to 2005 have been reclassified. 46 Dainippon Sumitomo Pharma Co., Ltd. 0 Management’s Discussion and Analysis ’05 150 During the fiscal year ended March 31, 2010 (fiscal 2009), although foreign demand and economic stimulus measures fueled an upturn in some sectors of the Japanese 50 0 -50 -100 the economy remained uncertain, with lingering concerns about excess equip- -150 ment and employment. -200 epoch-making drugs, ongoing measures aimed at reducing medical costs are being implemented in Japan, as countries around the world make drastic changes to their health care systems. Operating cash flow Investing cash flow Financing cash flow 37.9 32.5 9.1 131.9 26.7 26.3 (10.4) (7.3) (19.7)(7.8) (6.9) (21.3)(11.8) (51.0) (151.8) ’05 ’07 ’06 ’09 (FY) ’08 Earnings Per Share/Dividend Payout Ratio (Consolidated Basis) (Yen) 20 Earnings per share (left) Dividend payout ratio (Consolidated Basis) (right) 18.00 Under these conditions, the Dainippon Sumitomo Pharma Group aggressively carried out its business activities in the final year of the Mid-Term Business Plan launched in February 2007. 0 In the pharmaceutical industry, various factors made the operating environment increasingly challenging. In addition to the growing difficulty in discovering new (FY) ’09 100 economy, the recovery of domestic demand lacked sustainability, and the future of ’08 Cash Flows (Billions of yen) Overview ’07 ’06 Major initiatives during the fiscal year included efforts to strengthen the Group’s profit base in Japan by promoting community-based sales activities and bolstering its 18.00 35.8 15 14.00 12.00 10 22.0 (%) 40 18.00 34.1 30 28.0 24.6 20 5 10 activities in the central nervous system therapeutic area. In addition, we established an organizational structure to facilitate expansion of our overseas business, notably 0 the acquisition of the U.S. pharmaceutical company Sepracor Inc., in order to expedite the launch of the schizophrenia treatment lurasidone in the U.S., maximize the Group’s business value and establish an operating base in North America. We also carried out an “Overall Business Results Improvement Project” in pursuit of ongoing improvements in operating efficiency through measures including the further reduction of expenses in all divisions. ’05 ’07 ’06 ’08 ’09 (FY) 0 Net Sales Number of Employees (Billions of yen) (Consolidated Basis) 296.3 300 8,000 250 245.8 261.2 264.0 264.0 7,407 7,000 200 Results of Operations General Results 150 6,000 100 5,000 5,142 4,913 4,795 4,787 ’05 ’06 ’07 ’08 ’09 (FY) ’05 ’06 ’07 ’08 ’09 (FY) 50 4,000 Net Sales 0 Net sales for fiscal 2009 increased ¥32.2 billion, or 12.2%, year-on-year to ¥296.3 0 billion. Continuing from the previous fiscal year, we concentrated sales resources on our four strategic products – AMLODIN ®, GASMOTIN®, PRORENAL®, and MEROPEN® – and also focused on expanding sales of LONASEN®, AVAPRO®, TRERIEF® and AmBisome®. However, sales of AMLODIN® were substantially impacted by generic erosion, resulting in a slight decline in domestic sales. On the other hand, overseas sales increased due to the addition of the fourth-quarter results of our U.S. Operating Income Sales Composition by Business Segment (Billions of yen) 50 40 subsidiaries, including Sepracor, and the addition of Sumitomo Pharmaceuticals 30 (Suzhou) Co., Ltd., to the scope of consolidation, resulting in an overall increase in 20 45.6 39.8 35.6 20% 28.9 Other products 31.2 net sales. 10 Cost of Sales and Gross Profit 0 Along with the increase in net sales, cost of sales increased ¥8.5 billion, or 8.2%, year- Pharmaceuticals ’05 ’06 ’07 ’08 ’09 80% (FY) on-year to ¥112.3 billion. However, due in part to the relatively low cost of sales ratio of the overseas subsidiaries added to consolidation during the fiscal year, the cost of sales (FY2009) Net Income ratio declined 1.4 percentage points to 37.9%. As a result, gross profit increased ¥23.7 billion, or 14.8%, to ¥184.0 billion. (Billions of yen) 30 25.6 22.6 20 Annual Report 2010 20.0 21.0 47 30 200 150 20 100 10 50 0 0 ’06 ’06 ’07 ’07 ’08 ’08 ’09 ’09 (FY) (FY) Net Sales Net Income Operating Income Selling, General and Administrative Expenses (Billions of yen) (Billions of yen) 300 of yen) (Billions 30 Selling, general and administrative (SG&A) expenses increased ¥19.2 billion, or 14.9%, year-on-year to ¥148.4 billion. ’05 ’05 50 250 Clinical development expenses for lurasidone and other drug candidates decreased at the parent company, which also made more efficient use of advertising 40 200 20 and public relations expenses under the “Overall Business Results Improvement 150 30 Project”. However, SG&A expenses increased overall due to the expansion in the 100 10 20 scope of consolidation and the effect of the amortization of intangible assets and 50 10 0 0 0 goodwill associated with the acquisition of Sepracor. Operating Income As a result of the above factors, operating income increased ¥4.5 billion, or 14.3%, 245.8 296.3 261.2 45.6 22.6 264.0 39.8 20.0 15.4 28.9 ’05 ’05 ’05 21.0 35.6 31.2 ’06 ’06 ’06 ’07 ’07 ’07 ’08 ’08 ’08 ’09 ’09 ’09 (FY) (FY) (FY) Operating Income R&D Costs Net Income year-on-year to ¥35.6 billion, as the increase in gross profit reflecting sales growth outweighed the impact of higher SG&A expenses. (Billions of yen) (Billions of yen) 50 (Billions 60 of yen) 45.6 30 40 Other Income (Expenses) and Net Income During the fiscal year, other expenses exceeded other income by ¥4.2 billion. The principal factors were the interest payments on borrowings related to the Sepracor 40 30 20 acquisition and compensation associated with a revision of the personnel system. 20 20 10 As a result, net income after income taxes for fiscal 2009 was ¥21.0 billion, an increase of ¥1.0 billion, or 4.9%, compared with the amount recorded in the previous fiscal year. Results by Business Segment 0 0 0 39.8 47.3 25.6 28.9 40.9 22.6 52.8 51.4 35.6 31.2 20.0 21.0 ’08 ’08 ’08 ’09 ’09 ’09 47.3 52.8 20.0 626.7 51.4 21.0 382.5 399.8 391.3 ’06 ’06 ’06 ’07 ’07 ’07 ’08 ’08 ’08 29.6 15.4 ’05 ’05 ’05 ’06 ’06 ’06 ’07 ’07 ’07 (FY) (FY) (FY) Net Income Total Assets R&D Costs Pharmaceuticals The Group concentrated its sales resources on its four strategic products – AMLODIN®, GASMOTIN®, PRORENAL® and MEROPEN® – and also focused on new products AVAPRO®, LONASEN®, TRERIEF® and MIRIPLA®. As a result, while sales of AMLODIN declined because of competing sales of generic products, sales of ® GASMOTIN®, PRORENAL®, AVAPRO®, LONASEN®, AmBisome® and other products increased. Furthermore, in addition to the full-year contribution of the results of (Billions of yen) (Billions of yen) 30 (Billions 750 of yen) 60 20 500 40 10 250 20 Sumitomo Pharmaceuticals (Suzhou) Co., Ltd., which became a consolidated subsidiary in the year under review, the fourth-quarter results of our U.S. subsidiaries, including Sepracor, were also added. As a result, sales of pharmaceuticals increased ¥30.0 billion, or 14.5%, year-on-year to ¥236.8 billion. 264.0 25.6 0 0 0 25.6 22.6 15.4 393.0 40.9 29.6 ’05 ’05 ’05 ’09 ’09 ’09 (FY) (FY) (FY) Details of Accounting for Business Combinations Associated with Acquisition of Sepracor Inc.(Millions of dollars) R&D Costs Net Assets/Equity Ratio Impact on Before After Accounting Total Assets purchase purchase Valuation Impact on pretax income Patent rights — In-process R&D (intangible assets) — Inventories 67 Deferred tax liabilities — Other assets & liabilities (net) Goodwill Total 48 price allocation Dainippon Sumitomo Pharma Co., Ltd. 633 (Billions ofprocedures yen) price differences pretax income (Billions(amortization) of yen) Net assets (left) allocation 60 (Billions Equity ratio (right) 400 of yen) 52.8 1,197 1,197 Amortization years by products 67 750 82.9 47.3 79.6 79.8 73.2 59 59 Capitalize (amortize after approval) — 40.9 300 318.3 306.0 40 324.5 144 77 Charge to cost of288.6 sales 40 29.6 500 200 393.0 — 391.3 (485) (485) 382.5 399.8 — 677 26 914 726 2,506 44 888 20 (forecasts (%) for FY2010) 51.4 343.5 626.7 100 319 —75 38 54.8 —50 — — — Amortization for 20 years 9 46 250 100 0 1,780 0 0 ’05 ’05 ’05 ’06 ’06 ’06 ’07 ’07 ’07 116 ’08 ’08 ’08 Total Assets Cash Flows Net Assets/Equity Ratio 25 ’09 ’09 ’09 403 (FY) 0 (FY) (FY) Management’s Discussion and Analysis The increase in gross profit, which reflected the increase in sales and improve- ment in the cost of sales ratio, exceeded the increase in SG&A expenses due in part to the business combination accounting associated with the Sepracor acquisition. Operating income therefore increased ¥3.2 billion, or 10.7%, to ¥33.0 billion. Other Products Other products include animal health products, feeds and feed additives, food additives, industrial chemicals, diagnostics, and research reagents and materials. Due mainly to strong sales of influenza diagnostic products, segment sales increased ¥2.3 billion, or 4.0%, to ¥59.5 billion. Operating income rose ¥1.3 billion, or 96.1%, to ¥2.6 billion. Sales of Major Pharmaceutical Products Sales of our four strategic products – AMLODIN®, GASMOTIN®, PRORENAL® and MEROPEN® – totaled ¥102.8 billion, a decrease of ¥4.8 billion, or 4.5%, from the previous fiscal year. AMLODIN® sales, though significantly higher than projected at the start of the fiscal year, decreased 10.1% to ¥52.0 billion from the impact of the sale of generics following the patent expiration. Sales of GASMOTIN® and PRORENAL®, however, increased in response to the concentration of sales resources on these strategic products. In addition, sales of new products LONASEN®, AVAPRO®, TRERIEF® and MIRIPLA® totaled ¥11.1 billion, an increase of ¥6.1 billion, or 122.9%, over the previous fiscal year. Sales of these and other major pharmaceutical products were as follows: Domestic Sales of Major Pharmaceutical Products (Billions of yen) Brand name (Generic name) Therapeutic indication AMLODIN Therapeutic agent for hypertension and angina pectoris 52.0 57.9 GASMOTIN® Gastroprokinetic 20.7 20.2 ® FY2009 FY2008 PRORENAL® Vasodilator 15.4 14.8 MEROPEN® Carbapenem antibiotic 14.7 14.8 10.6 EBASTEL® Antiallergic 9.2 LONASEN® Antipsychotic 6.3 3.4 SUMIFERON® Natural alpha interferon 5.8 6.0 GROWJECT® Growth hormone 4.6 4.3 AmBisome® Therapeutic agent for systemic fungal infection 4.0 3.1 MELBIN® Oral hypoglycemic 3.9 3.4 AVAPRO® Therapeutic agent for hypertension 3.7 1.5 EXCEGRAN® Antiepileptic 3.6 3.6 DOPS® Neural function ameliorant 3.6 3.8 GLIMICRON® Oral hypoglycemic 3.2 3.6 QVARTM Bronchial asthma 3.0 3.6 ALMARL® Therapeutic agent for hypertension, angina pectoris and arrhythmia 2.8 3.0 LULLAN® Antipsychotic 2.6 2.8 2.7 SEDIEL® Serotonin-agonist antianxiety drug 2.5 REPLAGAL® Anderson-Fabry disease drug 2.5 1.1 TRERIEF® Parkinson’s disease drug 0.8 0.1 MIRIPLA® Therapeutic agent for hepatocellular carcinoma 0.2 — Annual Report 2010 49 10 0 0 ’05 ’05 ’06 ’06 ’07 ’07 ’08 ’08 ’09 ’09 20.0 20.0 21.0 21.0 ’08 ’08 ’09 ’09 52.8 52.8 51.4 51.4 ’08 ’08 ’09 ’09 (FY) (FY) Net Income Net Income (Billions of yen) (Billions 30 of yen) 30 Major Exported Pharmaceuticals (Billions of yen) Brand name (Generic name) Therapeutic indication FY2009 FY2008 MEROPEN® Carbapenem antibiotic 15.7 16.2 GASMOTIN® Gastroprokinetic 1.1 1.0 EXCEGRAN® Antiepileptic 0.6 1.0 Note: For external customers 20 20 Brand name (Generic name) Therapeutic indication FY2009 LUNESTA® Sedative hypnotic 10.5 — XOPENEX® Short-acting beta-agonist 13.6 — FY2008 BROVANA® Long-acting beta-agonist 1.7 — OMNARIS® Corticosteroid nasal spray 0.6 — 25.6 25.6 15.4 15.4 10 10 0 0 U.S. Subsidiaries Sales (October 15, 2009 to December 31, 2009) (Billions of yen) 22.6 22.6 ’05 ’05 ’06 ’06 ’07 ’07 R&D Costs R&D Costs (Billions of yen) (Billions 60 of yen) 60 China Subsidiaries Sales (Billions of yen) Brand name (Generic name) Therapeutic indication MEROPEN Carbapenem antibiotic ® FY2009 FY2008 3.8 — Financial Position 40 40 Total assets as of March 31, 2010 amounted to ¥626.7 billion, an increase of ¥235.4 billion, or 60.2%, from the end of the previous fiscal year. The increase was primarily due to the addition of U.S. subsidiaries, including Sepracor, to the 40.9 40.9 47.3 47.3 29.6 29.6 20 20 0 0 Assets, Liabilities and Net Assets Total Assets ’05 ’05 ’06 ’06 ’07 ’07 Current assets grew ¥24.0 billion, or 9.1%, from the previous fiscal year end to ¥287.6 billion. Notes and accounts receivable, marketable securities, inventories and other items increased due to the consolidation of Sepracor. Fixed assets increased ¥211.4 billion, or 165.5%, from the previous fiscal year end to ¥339.2 billion. This was primarily attributable to an increase in intangible assets consisting of patent rights and goodwill associated with the Sepracor acquisition. Total Liabilities Total liabilities at the end of the fiscal year were ¥283.3 billion, up ¥216.5 billion, or 324.0%, from a year earlier, primarily due to funds borrowed for the Sepracor acquisition. Net Assets Net assets at the end of the fiscal year were ¥343.5 billion, an increase of ¥19.0 billion, or 5.9%, as a result of growth in retained earnings and increases in valuation, translation adjustments and others. (FY) (FY) Total Assets Total Assets (Billions of yen) (Billions 750 of yen) 750 626.7 626.7 scope of consolidation. (FY) (FY) 500 500 393.0 393.0 382.5 382.5 399.8 399.8 391.3 391.3 ’05 ’05 ’06 ’06 ’07 ’07 ’08 ’08 250 250 0 0 ’09 ’09 (FY) (FY) Net Assets/Equity Ratio Net Assets/Equity Ratio (Billions of yen) (Billions 400 of yen) 400 300 300 73.2 73.2 288.6 288.6 (%) (%) 100 Net assets (left) Equity ratio(left) (right) Net assets Equity ratio (right) 79.8 79.8 306.0 306.0 79.6 79.6 318.3 318.3 82.9 82.9 343.5 343.5 100 75 75 324.5 324.5 200 200 50 50 54.8 54.8 100 100 0 0 25 25 ’05 ’05 ’06 ’06 ’07 ’07 ’08 ’08 ’09 ’09 0 (FY) 0 (FY) Cash Flows Cash Flows 50 Dainippon Sumitomo Pharma Co., Ltd. (Billions of yen) (Billions 150 of yen) 150 100 100 Operating cash flow Investing cash Operating cashflow flow Financingcash cashflow flow Investing Financing cash flow 37.9 131.9 131.9 (Billions of yen) Management’s Discussion and Analysis 750 626.7 500 393.0 382.5 399.8 391.3 ’05 ’06 ’07 ’08 250 Cash Flows Cash and Cash Equivalents 0 The balance of cash and cash equivalents (“cash”) as of March 31, 2010 was ¥58.1 (FY) ’09 billion, up ¥8.7 billion from the end of the previous fiscal year. Net Assets/Equity Ratio Net Cash Provided by Operating Activities The increase in cash flows from income before income taxes and minority interests, depreciation and amortization, and other items more than offset the decrease in cash flows from a net decrease in payables, income taxes paid and other items. As a (Billions of yen) 400 300 result, net cash provided by operating activities was ¥26.7 billion. 73.2 288.6 (%) Net assets (left) Equity ratio (right) 100 82.9 79.8 79.6 306.0 318.3 343.5 75 324.5 200 50 54.8 Net Cash Used in Investing Activities Net cash used in investing activities was ¥151.8 billion. The main factor was payment for the acquisition of Sepracor, which outweighed the increase in cash flows due to a net decrease in marketable securities, a net decrease in short-term loans receivable, 100 0 25 ’05 ’07 ’06 ’08 (FY) ’09 0 and other factors. Cash Flows Free Cash Flow Free cash flow, defined as the total of net cash provided by operating activities and (Billions of yen) net cash used in investing activities, was negative ¥125.2 billion, compared with 150 positive ¥5.0 billion for the previous fiscal year, due mainly to the acquisition of 100 50 Sepracor. 0 Net Cash Provided by Financing Activities -50 The increase in cash flows from bank loans for the purchase of Sepracor was sub- -150 Consequently, net cash provided by financing activities was ¥131.9 billion. -200 FY2004 FY2005 FY2006 32.5 (10.4) (7.3) (19.7)(7.8) 66.8% 73.2% 79.8% 79.6% 85.1% 132.1% 130.8% Ratio of interest-bearing debt to cash flows 42.1% 52.4% 18.1% (Yen) 90.6% 20 17.5% 331.4 328.8 960.4 its most important management policies. The Company’s basic policy is to pay dividends from retained earnings twice a (6.9) (21.3)(11.8) (51.0) (151.8) ’05 ’07 ’06 ’08 ’09 (FY) 82.9% 8.5% 18.00 748.5 15 10 54.8% Earnings per share (left) 83.1% 54.3%(%) Dividend payout ratio (Consolidated Basis) (right) 648.1 18.00 35.8 14.00 12.00 The Company views the regular and consistent return of profits to shareholders as one of 26.7 Earnings Per Share/Dividend FY2008 FY2009 Payout Ratio (Consolidated Basis) Equity ratio Dividend Policy and Dividends 26.3 FY2007 Equity ratio on fair value basis Interest coverage ratio 37.9 9.1 131.9 -100 stantially higher than the payment for redemption of bonds and dividends paid. Major Cash Flow Indicators Operating cash flow Investing cash flow Financing cash flow 22.0 431.2% 18.00 42.7 34.1 30 28.0 24.6 20 5 0 year, first as an interim dividend and second as a year-end dividend. The Board of 40 10 ’05 ’07 ’06 ’08 ’09 (FY) 0 Directors and the general meeting of shareholders determine the interim and yearend dividends, respectively. We believe that it is important to allocate profits to our shareholders in a way that accurately reflects our business performance. When determining the amount of dividends to be distributed, we take a comprehensive view that includes consideration for the importance of raising corporate value through aggressive investment in Number of Employees (Consolidated Basis) 8,000 7,407 7,000 6,000 5,000 4,000 5,142 4,913 4,795 4,787 Annual Report 2010 51 50 50 0 0 -50 -50 -100 -100 -150 -150 -200 -200 future growth, solidifying our operating base and enhancing our financial position. We also take into consideration the importance of paying stable dividends. Based on this policy, the Company paid cash dividends applicable to fiscal 2009 of ¥18.00 per share, consisting of an interim dividend and a year-end dividend of ¥9.00 per share each. investments, aimed at improving the efficiency of business activities in Japan and (Yen) (Yen) 20 20 10 10 overseas. (151.8) (151.8) ’05 ’05 ’07 ’07 ’06 ’06 ’09 (FY) ’09 (FY) ’08 ’08 Earnings Per Share/Dividend Earnings Per (Consolidated Share/Dividend Payout Ratio Basis) Payout Ratio (Consolidated Basis) 15 15 Internal reserves are primarily used for investments in R&D and for capital 37.9 32.5 26.7 26.3 37.9 9.1 32.5 26.7 26.3 9.1 (6.9) (11.8) (10.4) (7.3) (19.7)(7.8) (21.3) (6.9) (11.8) (10.4) (7.3) (19.7)(7.8) (51.0) (21.3) (51.0) Earnings per share (left) Earnings per share (left) (Consolidated Basis) (right) Dividend payout ratio Dividend payout ratio (Consolidated Basis) (right) 18.00 18.00 12.00 12.00 22.0 22.0 14.00 14.00 (%) (%) 40 40 18.00 18.00 18.00 18.00 35.8 35.8 34.1 34.1 30 30 28.0 28.0 24.6 24.6 20 20 5 5 Number of Employees The Group had 7,407 employees as of March 31, 2010, up 2,620 from a year earlier. In the Pharmaceuticals segment, the consolidation of Sepracor and Sumitomo 0 0 10 10 ’05 ’05 ’07 ’07 ’06 ’06 ’08 ’08 ’09 ’09 0 (FY) 0 (FY) Pharmaceuticals (Suzhou) Co., Ltd. increased the number of employees by 2,567, for a total of 6,838. The number of employees increased by 3 to 309 in the Other Products segment and by 50 to 260 in corporate divisions, including administration Number of Employees Number ofBasis) Employees (Consolidated (Consolidated Basis) department staff. 8,000 8,000 Outlook for Fiscal 2010 6,000 6,000 In fiscal 2010, the first year of the second Mid-Term Business Plan, the Group will 5,000 5,000 focus on transforming its earnings structure in Japan and expanding overseas 4,000 4,000 operations, under the slogan “Creation and transformation toward a new stage of 0 0 globalization”. 7,407 7,407 7,000 7,000 In sales, the Group will work to expand sales of strategic products AVAPRO , ® LONASEN® and PRORENAL® and new products including TRERIEF®, MIRIPLA® and METGLUCO®. In addition, overseas sales will expand significantly for the entire period with the contribution of our U.S. subsidiary Sepracor. Therefore, overall sales are 5,142 5,142 ’05 ’05 4,913 4,913 4,795 4,795 4,787 4,787 ’06 ’06 ’07 ’07 ’08 ’08 ’09 ’09 (FY) (FY) Sales Composition Sales Composition by Business Segment by Business Segment projected to increase year-on-year despite the expected decline in sales in Japan due to the National Health Insurance (NHI) drug price revisions implemented in April 2010 and the impact of sales of generics on sales of AMLODIN® and MEROPEN®. In terms of profit, the Group will pursue ongoing gains in operating efficiency, 20% 20% Other Other products products including continued reduction of expenses. However, profits in the domestic pharmaceutical business are expected to decline due to the significant impact of the NHI drug price revisions. Moreover, in overseas business, despite the contribution of Sepracor’s profits for the full fiscal year, income is projected to decline because accounting standards for business combinations in connection with the acquisition require the Company to incur substantial noncash expenses, including the amortization of patent rights and goodwill. For fiscal 2010, we forecast net sales of ¥359.0 billion, a year-on-year increase of 21.2%, operating income of ¥8.5 billion, a year-on-year decrease of 76.1%, and net income of ¥3.0 billion, a year-on-year decrease of 85.7%. EBITDA is projected to be ¥57.2 billion. These forecasts reflect management’s judgments based on currently available information. Actual results may differ from these forecasts due to various risks and uncertainties. 52 Dainippon Sumitomo Pharma Co., Ltd. Pharmaceuticals Pharmaceuticals 80% 80% (FY2009) (FY2009) Management’s Discussion and Analysis Business Risks Below is a discussion of the most significant risks that could negatively impact the operating results and financial position of the Dainippon Sumitomo Pharma Group. Forward-looking statements in the discussion of risks discussed below reflect the judgment of the Dainippon Sumitomo Pharma Group as of March 31, 2010. Research and Development of New Products The Dainippon Sumitomo Pharma Group works to research and develop highly original and globally viable products. The Group strives to maintain an extensive product pipeline and to bring products to market as early as possible. Nevertheless, the Group can envision scenarios in which not all products under development will progress smoothly to eventual sale, as well as instances in which the development of certain products must be halted. Depending on the nature of the product under development, such cases could have a significant and negative impact on the Group’s operating results and financial position. Problems Concerning Adverse Events The Dainippon Sumitomo Pharma Group conducts rigorous safety testing of its pharmaceutical products at different stages of development, with products receiving approval only after rigorous screening by the regulatory authorities in each country. These efforts notwithstanding, previously unreported adverse events are sometimes discovered only after a drug has already been marketed. The appearance of such unexpected adverse events once a product has been sold could have a significant and negative impact on the Group’s operating results and financial position. Healthcare System Reforms The precipitous decline in Japan’s birthrate and the rapid increase in the country’s elderly population are the prime factors causing the financial state of Japan’s healthcare insurance system to deteriorate. In this climate, measures aimed at curbing healthcare costs, and how to best reform the country’s healthcare system continues to be debated. The direction that any healthcare system reforms might take, including mandated NHI drug price revisions, could ultimately have a significant and negative impact on the Dainippon Sumitomo Pharma Group’s operating results and financial position. Outside Japan, pharmaceuticals are also subject to various regulations, and the policies other governments may pursue could have a significant and negative impact on the Group’s operating results and financial position. Risk Relating to the Sale of Products In the event that sales of pharmaceutical products sold by the Dainippon Sumitomo Pharma Group decrease due to factors including competition with the products of other manufacturers in the same therapeutic area or the launch of generic products following the expiration of a patent period or otherwise, such decreases could be significant and have a negative impact on the Group’s operating results and financial position. Annual Report 2010 53 Intellectual Property The Dainippon Sumitomo Pharma Group utilizes a wide range of intellectual property during the course of its R&D activities, including both property owned by the Group and property that the Group lawfully uses with the authorization of the property’s owner. Nevertheless, the Group recognizes the possibility, no matter how slight, that some use might be deemed an infringement of a third party’s intellectual property rights. Consequently, legal disputes pertaining to intellectual property rights could arise and have a significant and negative impact on the Group’s operating results and financial position. Termination of Partnerships The Dainippon Sumitomo Pharma Group enters into a variety of partnerships with other companies for the sale of purchased goods, the establishment of joint ventures, co-promotion, and the licensing in and out of products under development, as well as for collaborative research and other purposes. The termination, for whatever reason, of such partnerships could have a significant and negative impact on the Group’s operating results and financial position. Prerequisites for Primary Business Activities The Dainippon Sumitomo Pharma Group’s core business is the ethical pharmaceutical products business. Accordingly, the Group obtains licenses and other certifications, including Type 1 and Type 2 Pharmaceuticals Manufacturing and Sales Business licenses (both valid for five years), to engage in R&D and the manufacture and sale of drugs pursuant to Japan’s Pharmaceutical Affairs Law and other laws and regulations related to pharmaceuticals. In addition, in conducting its ethical pharmaceutical business outside Japan, the Company is subject to pharmaceutical-related laws and other regulations in the countries in which it operates, and obtains licenses and other certifications as necessary. Maintaining the validity of these licenses and other certifications requires that the Company properly carry out the procedures stipulated by the applicable laws and regulations. These laws and regulations also stipulate that these licenses and certifications may be revoked and/or that the Company may be ordered to suspend part or all of its operations for a fixed period of time or be subject to other measures in the event that the Company violates these laws and regulations. The Group currently has no knowledge of any facts that would warrant the revocation or suspension of any of its licenses or other certifications. However, a revocation or suspension of any of the Company’s licenses or other certifications could have a significant and negative impact on the Group’s operating results and financial position. Litigation Risk The Dainippon Sumitomo Pharma Group is exposed to the possibility of lawsuits in connection with adverse effects of pharmaceuticals, product liability, labor issues, fair trade or other issues related to its business activities. The outcome of such lawsuits could have a significant and negative impact on the Group’s operating results and financial position. 54 Dainippon Sumitomo Pharma Co., Ltd. Management’s Discussion and Analysis Closure or Shutdown of Factories In the event that the Dainippon Sumitomo Pharma Group’s factories are forced to close or shut down due to technical problems, interruption in the supply of raw materials, fire, earthquake or any other disaster, the resulting delay or suspension of the supply of products could have a significant and negative impact on the Group’s operating results and financial position. Effect of Financial Market Conditions and Changes in Exchange Rates Losses on devaluation or sale of stocks due to a downturn in stock markets, an increase in interest payments on loans and other debt due to changes in interest rates, or an increase in retirement benefit obligations due to deteriorating conditions in financial markets could have a significant and negative impact on the Dainippon Sumitomo Pharma Group’s operating results and financial position. Fluctuations in exchange rates could also have a significant impact on the translation into yen of import and export transactions, the results of consolidated subsidiaries, or other foreign currency amounts. Effect of Impairment of Assets The Dainippon Sumitomo Pharma Group owns various tangible and intangible fixed assets, including assets used in business operations and goodwill. In the future, the need to recognize impairment of these assets may arise because of a sharp decline in business results, a drop in asset value, or other events. The recognition of such impairment could have a significant and negative impact on the Group’s operating results and financial position. Transactions with the Parent Company The Company and its parent company, Sumitomo Chemical Co., Ltd., have concluded agreements for the leasing of land for the Osaka Research Laboratories, Ehime Plant and Oita Plant, as well as for the purchase of raw materials used in the production of active pharmaceutical ingredients at these sites and other locations. These agreements involve prices that are determined based on discussions between the two parties with reference to general market prices. These agreements are customarily renewed every year. The Company also accepts employees on loan from the parent company. Furthermore, during the year the Company also made short-term loans to its parent company to raise capital efficiency. The Company’s policy is to continue these transactions and other ties with the parent company. However, changes in these agreements, including changes in the transaction terms specified therein, could have a significant and negative impact on the Group’s operating results and financial position. Risks Related to the Acquisition of Sepracor The acquisition of Sepracor, a U.S. pharmaceutical company, has played an important part in the Dainippon Sumitomo Pharma Group’s business expansion in North America. However, changes in the operating environment, competition or other conditions that result in the Group’s inability to achieve its business plans could have a significant impact on the Group’s operating results and financial position. The Dainippon Sumitomo Pharma Group also faces risks other than those dis- cussed above. Annual Report 2010 55 Consolidated Balance Sheets Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries March 31, 2010 and 2009 Millions of yen ASSETS 2010 Thousands of U.S. dollars (Note 1) 2010 2009 CURRENT ASSETS: Cash and time deposits (Note 3) ¥ 13,823 ¥ 21,990 $ 148,634 Marketable securities (Notes 3 and 6) 550,376 Receivables: Trade notes 2,791 2,844 30,011 Trade accounts 92,953 77,585 999,495 Due from parent company, unconsolidated subsidiaries and affiliates (Note 13) 25,118 50,415 270,086 Allowance for doubtful receivables (173) (395) (1,860) Total 120,689 130,449 1,297,732 Inventories (Note 4) 65,230 54,510 701,398 Deferred tax assets (Note 9) 32,447 17,130 348,892 Other current assets 4,181 4,960 44,957 Total current assets 287,555 263,540 3,091,989 Land 10,332 9,976 111,097 Buildings and structures 89,108 83,820 958,151 Machinery and equipment 101,193 95,025 1,088,097 Construction in progress 2,691 4,025 28,935 Total 203,324 192,846 2,186,280 Accumulated depreciation (129,240) (123,741) (1,389,678) Net property, plant and equipment 74,084 69,105 796,602 Investment in unconsolidated subsidiaries and affiliates 3,752 4,190 40,344 Investment securities (Note 6) 51,137 33,141 549,860 Intangible assets (Note 15) 199,483 6,408 2,144,978 Deferred tax assets (Note 9) 2,389 3,744 25,688 Other assets (Note 10) 8,343 11,167 89,711 Total investments and other assets 265,104 58,650 2,850,581 TOTAL ¥ 626,743 51,185 34,501 PROPERTY, PLANT AND EQUIPMENT: INVESTMENTS AND OTHER ASSETS: See Notes to Consolidated Financial Statements. 56 Dainippon Sumitomo Pharma Co., Ltd. ¥ 391,295 $ 6,739,172 Millions of yen LIABILITIES AND NET ASSETS 2010 Thousands of U.S. dollars (Note 1) 2010 2009 CURRENT LIABILITIES: Short-term bank loans (Note 8) ¥165,800 ¥ 600 $1,782,796 Trade notes 176 122 1,892 Trade accounts (Notes 5 and 7) 44,682 27,076 480,452 Due to parent company, unconsolidated subsidiaries and affiliates (Note 13) 2,682 5,930 28,839 Total 47,540 33,128 511,183 Income taxes payable 8,571 6,299 92,161 Accrued expenses 33,294 9,310 358,000 Other current liabilities 9,795 4,013 105,322 Total current liabilities 265,000 53,350 2,849,462 Payables: LONG-TERM LIABILITIES: Liability for retirement benefits (Note 10) 9,848 9,296 105,892 Other liabilities (Notes 8 and 9) 8,412 4,153 90,452 Total long-term liabilities 18,260 13,449 196,344 COMMITMENTS AND CONTINGENT LIABILITIES (Notes 14 and 17): NET ASSETS: Shareholders’ equity (Note 11) Common stock: authorized —1,500,000,000 shares in 2010 and 2009; issued —397,900,154 shares in 2010 and 2009 22,400 Capital surplus 15,860 Retained earnings 294,702 Treasury stock, at cost, 584,644 shares in 2010 and 580,814 shares in 2009 Total Valuation, translation adjustments and others Unrealized gains on available-for-sale securities, net of tax 7,945 5,162 85,430 Foreign currency translation adjustment 3,223 — 34,656 Total 11,168 5,162 120,086 Minority interests — 88 — Total net assets 343,483 324,496 3,693,366 TOTAL ¥626,743 22,400 240,860 15,860 170,538 281,629 3,168,839 (647) (643) (6,957) 319,246 3,573,280 332,315 ¥391,295 $6,739,172 Annual Report 2010 57 Consolidated Statements of Income Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries Years Ended March 31, 2010 and 2009 Millions of yen 2010 Thousands of U.S. dollars (Note 1) 2010 2009 NET SALES (Notes 12 and 13) ¥296,262 ¥264,037 $3,185,613 COST OF SALES (Notes 12 and 13) 112,263 103,741 1,207,129 Gross profit 183,999 160,296 1,978,484 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Note 13) 148,374 129,130 1,595,420 Operating income 35,625 31,166 383,065 OTHER INCOME (EXPENSES): Interest and dividend income (Note 13) 1,228 1,711 13,204 Interest expense (1,017) (94) (10,935) Reversal of reserve for loss on litigation — 1,054 — Compensation for revision of personnel system (1,570) — (16,882) Loss on valuation of investment securities (Note 6) (843) (281) (9,065) Other — net (2,000) (1,388) (21,505) Other income (expenses) — net (4,202) 1,002 (45,183) INCOME BEFORE INCOME TAXES AND MINORITY INTERESTS 31,423 32,168 337,882 INCOME TAXES (Note 9): Current 13,999 14,091 150,526 Deferred (3,541) (1,922) (38,074) Total income taxes 10,458 12,169 112,452 MINORITY INTERESTS IN NET INCOME NET INCOME ¥ 20,958 7 11 ¥ 19,988 Yen 75 $ 225,355 U.S. dollars (Note 1) PER SHARE OF COMMON STOCK: Basic net income ¥52.75 ¥50.30 $0.57 Cash dividends applicable to the year 18.00 18.00 0.19 See Notes to Consolidated Financial Statements. 58 Dainippon Sumitomo Pharma Co., Ltd. Consolidated Statements of Changes in Net Assets Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries Years Ended March 31, 2010 and 2009 Thousands of shares Millions of yen Shareholders’ equity Valuation, translation adjustments and others Issued number of Unrealized Foreign shares of Number Total gains on currency common of treasury Common Capital Retained Treasury shareholders’ available-for-sale translation stock stocks stock surplus earnings stock equity securities adjustments BALANCE, MARCH 31, 2008 397,900 (473) ¥22,400 ¥15,860 ¥268,800 ¥(557) ¥306,503 ¥11,691 ¥ — Total valuation, translation adjustments and others Minority interests Total net assets ¥11,691 ¥ 84 ¥318,278 Cash dividends, ¥18.00 per share (7,153) (7,153) (7,153) Net income 19,988 19,988 19,988 (109) (109) (109) 23 17 17 Purchases of treasury stock Sales of treasury stock (128) 20 (6) Net change in items other than shareholders’ equity (6,529) (6,529) 4 (6,525) BALANCE, MARCH 31, 2009 397,900 5,162 5,162 88 324,496 Cash dividends, ¥18.00 per share 22,400 15,860 281,629 (643) 319,246 — (7,152) (7,152) (7,152) 20,958 20,958 20,958 (4) (4) Net income Purchases of treasury stock Sales of treasury stock (581) (4) (4) 0 0 0 0 (733) (733) (733) Change in scope of consolidation (0) Net change in items other than shareholders’ equity BALANCE, MARCH 31, 2010 397,900 (585) ¥22,400 ¥15,860 ¥294,702 ¥(647) ¥332,315 2,783 3,223 6,006 (88) 5,918 ¥7,945 ¥3,223 ¥11,168 ¥ — ¥343,483 Minority interests Total net assets Thousands of U.S. dollars (Note 1) Shareholders’ equity Valuation, translation adjustments and others Unrealized Foreign Total gains on currency Common Capital Retained Treasury shareholders’ available-for-sale translation stock surplus earnings stock equity securities adjustments BALANCE, MARCH 31, 2009 Cash dividends, U.S.$ 0.19 per share $240,860 $170,538 $3,028,269 $(6,914) $3,432,753 $55,505 $ — Total valuation, translation adjustments and others $ 55,505 $ 946 $3,489,204 (76,903) (76,903) (76,903) 225,355 225,355 225,355 Purchases of treasury stock (43) (43) (43) Sales of treasury stock (0) 0 0 0 (7,882) (7,882) (7,882) Net income Change in scope of consolidation Net change in items other than shareholders’ equity BALANCE, MARCH 31, 2010 29,925 34,656 64,581 $240,860 $170,538 $3,168,839 $(6,957) $3,573,280 $85,430 $34,656 $120,086 (946) 63,635 $ — $3,693,366 See Notes to Consolidated Financial Statements. Annual Report 2010 59 Consolidated Statements of Cash Flows Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries Years Ended March 31, 2010 and 2009 2010 OPERATING ACTIVITIES: Income before income taxes and minority interests Adjustments for: Depreciation and amortization Amortization of goodwill Provision for liability for retirement benefits, less payments Interest and dividend income Interest expense Reversal of reserve for loss on litigation Loss on valuation of investment securities Changes in assets and liabilities: Decrease in receivables Decrease (increase) in inventories Increase (decrease) in payables Other—net Subtotal Interest and dividend received Interest paid Income taxes paid Net cash provided by operating activities INVESTING ACTIVITIES: Net decrease in time deposits Purchases of property, plant and equipment Purchases of intangible assets Net decrease in marketable securities Proceeds from sales of investment securities Purchases of investment securities Proceeds from redemption of investment securities Purchase of investments in subsidiaries Payments for investments in capital of subsidiaries Net decrease (increase) in short-term loans receivable Purchase of investments in subsidiaries resulting in change in scope of consolidation Other—net Net cash used in investing activities FINANCING ACTIVITIES: Net decrease in short-term bank loans Redemption of bonds Repayment of long-term debt Increase in treasury stock Dividends paid Dividends paid to minority interests Other—net Net cash provided by (used in) financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET DECREASE IN CASH AND CASH EQUIVALENTS INCREASE IN CASH AND CASH EQUIVALENTS RELATED TO CHANGE IN SCOPE OF CONSOLIDATION CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR See Notes to Consolidated Financial Statements. 60 Dainippon Sumitomo Pharma Co., Ltd. Millions of yen ¥ 32,168 1,455 49,482 ¥ 58,140 2010 2009 ¥ 31,423 17,783 867 1,527 (1,228) 1,017 — 843 988 2,872 (16,781) (1,399) 37,912 1,462 (921) (11,771) 26,682 5,000 (5,241) (889) 24,803 1 (1,078) 2,007 (88) 0 25,000 (200,649) (705) (151,839) 164,900 (25,795) — (3) (7,150) (1) (21) 131,930 430 7,203 Thousands of U.S. dollars (Note 1) 11,455 — 323 (1,711) 94 (1,054) 281 6,488 (5,987) 2,257 (972) 43,342 1,617 (69) (18,595) 26,295 11,000 (13,626) (3,211) 498 33 (3,956) — (3) (2,009) (10,000) — 7 (21,267) — — (4,600) (92) (7,151) (1) — (11,844) 38 (6,778) — 56,260 ¥ 49,482 $ 337,882 191,215 9,323 16,419 (13,204) 10,935 — 9,065 10,624 30,882 (180,441) (15,042) 407,658 15,720 (9,903) (126,570) 286,905 53,763 (56,355) (9,559) 266,699 11 (11,591) 21,581 (946) 0 268,817 (2,157,516) (7,581) (1,632,677) 1,773,118 (277,366) — (32) (76,882) (11) (225) 1,418,602 4,624 77,454 $ 15,645 532,064 625,163 Notes to Consolidated Financial Statements Dainippon Sumitomo Pharma Co., Ltd. and Consolidated Subsidiaries Years Ended March 31, 2010 and 2009 1. BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in the Financial Instruments and Exchange Law and its related accounting regulations and in conformity with accounting principles generally accepted in Japan, which are different in certain respects as to application and disclosure requirements from International Financial Reporting Standards. The accounts of consolidated subsidiaries in U.S. are prepared in accordance with U.S. generally accepted accounting principles, with adjustments for the specified six items as applicable according to Practical Issues Task Force No. 18, “Practical Solution on Unification of Accounting Policies Applied to Foreign Subsidiaries for Consolidated Financial Statements.” In preparing these consolidated financial statements, certain reclassifications and rearrangements have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. The consolidated financial statements are stated in Japanese yen, the currency of the country in which Dainippon Sumitomo Pharma Co., Ltd. (the “Company”) is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been translated at the rate of ¥93 to U.S.$1.00, the approximate rate of exchange at March 31, 2010. These translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate. The Company and its consolidated subsidiaries (together, the “Group”) have made certain reclassifications in the 2009 consolidated financial statements to conform to the classifications applied in 2010. These reclassifications have had no effect on the previously reported net income or retained earnings. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Consolidation The consolidated financial statements include the accounts of the Company and its 13 significant subsidiaries. Sumitomo Pharmaceuticals (Suzhou) Co., Ltd., has been included in the scope of consolidation as its importance has increased. In addition, as a result of the acquisition of Sepracor Inc., its 7 subsidiaries and the 2 U.S. subsidiaries that were previously nonconsolidated are newly consolidated. Under the control or influence concept, those companies in which the Company, directly or indirectly, is able to exercise control over operations are consolidated, and those companies over which the Group has the ability to exercise significant influence are accounted for by the equity method. Investments in the unconsolidated subsidiaries and affiliates are stated at cost, except for an affiliate company which is stated with the fair value option of U.S. GAAP. If the equity method of accounting had been applied to the investments in these companies, the effect on the accompanying consolidated financial statements would not have been material. All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profit included in assets resulting from transactions within the Group has been eliminated. There are 11 consolidated overseas subsidiaries. The fiscal year ends of all of the 11 companies are December 31. The Company uses the consolidated subsidiaries’ financial statements as of December 31 to prepare the consolidated financial statements. For significant transactions which have occurred during the period between December 31 and March 31, necessary adjustments have been made to the consolidated financial statements. b. Cash Equivalents Cash equivalents are short-term investments that are readily convertible into cash and have no significant risk of change in value. Cash equivalents include time deposits, certificate of deposits, commercial paper and bond funds, all of which mature within three months of the date of acquisition. Annual Report 2010 61 c. Marketable and Investment Securities Marketable and investment securities are classified and accounted for, depending on management’s intent, as follows: i) held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to maturity, are reported at amortized cost, and ii) available-for-sale securities, which are not classified as either trading securities or held-to-maturity debt securities, are reported at fair value, with unrealized gains and losses net of applicable taxes reported in a separate component of net assets. Non marketable available-for-sale securities are stated at cost, determined by the moving average method. If the fair value of investment securities declines to below cost and the decline is material and other than temporary, the carrying value is reduced to net realizable value by a charge to income. d. Inventories Prior to April 1, 2008, inventories of the Group were stated at cost determined by the weighted-average method. Effective April 1, 2008, the Group adopted a new accounting standard for measurement of inventories and stated the inventories at the lower of weighted-average cost or net realizable value. Certain overseas consolidated subsidiaries use the FIFO (first-in, first-out) costing method. Book values have been calculated using the lower of cost or net realizable value. e. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation of buildings is computed by the straight-line method over the estimated useful life of the asset. Depreciation of machinery and equipment is computed by the declining balance method over the estimated useful life of the asset. At the overseas consolidated subsidiaries, depreciation of all tangible fixed assets is computed by the straight-line method. Ranges of useful lives used in the computation of depreciation are as follows: Buildings and structures: 3–60 years Machinery and equipment: 2–17 years f. Intangible Assets Intangible assets are stated at cost less accumulated amortization, which is computed by the straight-line method. Ranges of useful lives used in the computation of depreciation are as follows: Patent rights: 1 to 10 years g. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets of the business acquired and is amortized using the straight-line method over 20 years. h. Leases Finance leases are to be capitalized, except for finance leases that commenced prior to April 1, 2008 and do not transfer the ownership of the leased property to the lessee. Capitalized finance leases are depreciated by the straight-line method in which the lease period is taken as the useful life and the residual value is zero. i. Long-Lived Assets Long-lived assets presented as property, plant and equipment and intangible assets on the consolidated balance sheets are carried at cost less depreciation and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized if the carrying amount exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss is measured as the result from the continued use and eventual disposition of the asset or the net selling price at disposition. 62 Dainippon Sumitomo Pharma Co., Ltd. j. Retirement and Severance Benefits Upon retirement or termination of employment, employees are normally entitled to lump-sum and/or annuity payments based on their rate of payment at the time of retirement or termination and length of service. The Group has a lump-sum plan, a defined benefit pension plan and a defined contribution plan for employees. The liability for retirement benefit is provided based on projected benefit obligations and the fair value of plan assets at the balance sheet date. The liability for retirement benefits for directors and corporate auditors in certain consolidated subsidiaries are recorded to state the liability at the amount that would be required if all directors and corporate auditors retired at the balance sheet date. The liability for retirement benefits includes retirement benefits for directors and corporate auditors in the consolidated subsidiaries. The Company terminated its retirement benefit plan for directors and corporate auditors on June 29, 2005. The benefits granted prior to the termination date are included in current liabilities. k. Research and Development Costs Research and development costs are charged to income as incurred. Research and development costs included in selling, general and administrative expenses for the years ended March 31, 2010 and 2009 were ¥51,371 million ($552,376 thousand) and ¥52,819 million, respectively. l. Income Taxes The provision for income taxes is computed based on the pretax income included in the consolidated statements of income. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured by using currently enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. m. Foreign Currency Items All short-term and long-term monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the exchange rates prevailing at the balance sheet date. The foreign exchange gains and losses from translation are recognized in the statements of income. Financial statements of overseas subsidiaries are translated into Japanese yen at year-end rate for all assets and liabilities and at weighted average rates for income and expense accounts. Differences arising from such translations are shown as “Foreign currency translation adjustments” in a component of net assets. n. Derivative Financial Instruments Foreign exchange contracts are utilized to hedge the exposure risk arising from fluctuations in foreign exchange rates. Derivative instruments are stated at fair value and accounted for using deferred hedge accounting. Recognition of gain or loss resulting from a change in fair value of a derivative financial instrument is deferred until the related loss or gain on the hedged item is recognized if the derivative financial instrument is used as a hedge and meets certain hedging criteria. Foreign exchange contracts that meet certain hedging criteria are accounted for under the allocation method. The allocation method requires recognized foreign currency receivables and payables to be translated using the corresponding foreign exchange contract rates. The Group has established a hedging policy which includes policies and procedures for risk assessment and for the approval, reporting and monitoring of derivatives transactions. The Group does not hold or issue derivative financial instruments for speculative trading purposes. The Group is exposed to certain market risk arising from its forward foreign exchange contracts. The Group is also exposed to the risk of credit loss in the event of nonperformance by the counterparties to its currency contracts. However, the Group does not anticipate nonperformance by any of these counterparties as all are financial institutions with high credit ratings. Annual Report 2010 63 o. Per Share Information Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, retroactively adjusted for stock splits. The number of shares used in the calculation of net income per share was 397,317 thousand and 397,363 thousand for the years ended March 31, 2010 and 2009, respectively. Cash dividends per share presented in the accompanying consolidated statements of income are dividends applicable to the respective years including dividends to be paid after the end of the year. p. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in Japan requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. q. Accounting Changes Application of accounting standards for business combination The “Accounting Standards for Business Combination” (Accounting Standards Board of Japan Statement No. 21, dated December 26, 2008), the “Accounting Standards for Consolidated Financial Statements” (Accounting Standards Board of Japan Statement No. 22, dated December 26, 2008), the “Partial Amendment of the Accounting Standards for Research & Development Expenses, etc.” (Accounting Standards Board of Japan Statement No. 23, dated December 26, 2008), the “Accounting Standards for Business Divestiture, etc.” (Accounting Standards Board of Japan Statement No. 7, dated December 26, 2008), the “Accounting Standards for the Equity Method” (Accounting Standards Board of Japan Statement No. 16, promulgated on December 26, 2008), and the “Accounting Standards for Business Combination and the Implementation Guidance for the Accounting Standards for Business Divestiture, etc.” (Implementation Guidance No. 10 of Accounting Standards Board of Japan Statement, dated December 26, 2008), have all become applicable to business combinations, business divestitures, etc., implemented in the consolidated fiscal year commencing on or after April 1, 2009. Accordingly, these accounting standards have been adopted from the present consolidated fiscal year. r. Additional Information Effective from the year ended March 31, 2010, the Company adopted the revised Accounting Standard, “Accounting Standard for Financial Instruments” (Accounting Standards Board of Japan (“ASBJ”) Statement No. 10, revised on March 10, 2008) and the “Guidance on Disclosures about Fair Value of Financial Instruments” (ASBJ Guidance No.19, revised on March 10, 2008). Information on financial instruments for the year ended March 31, 2010 required pursuant to the revised accounting standards is set forth in note 5. 3. CASH AND CASH EQUIVALENTS Cash and cash equivalents at March 31, 2010 and 2009 for purposes of the consolidated statements of cash flows consisted of the following: Millions of yen 2010 2009 Cash and time deposits Time deposits with maturities over three months Marketable securities with maturities of three months or less when purchased Cash and cash equivalents 64 Dainippon Sumitomo Pharma Co., Ltd. Thousands of U.S. dollars 2010 ¥13,823 ¥21,990 $148,634 — (2,000) — 44,317 29,492 476,529 ¥58,140 ¥49,482 $625,163 4. INVENTORIES Inventories at March 31, 2010 and 2009 consisted of the following: Millions of yen 2010 2009 Finished goods and semi-finished goods Work–in-process Raw materials and supplies Total ¥46,708 ¥39,674 Thousands of U.S. dollars 2010 $502,237 3,348 2,934 36,000 15,174 11,902 163,161 ¥65,230 ¥54,510 $701,398 5. FINANCIAL INSTRUMENTS 1) Policies for using financial instruments The Group procures funds that are required for investments plan and other purposes in order to carry out business inside and outside Japan. Temporary surplus funds are invested only in safe financial instruments for which there is a low probability of loss of invested capital. Derivative transactions are used only to avoid risk as described below, and speculative transactions are not undertaken. 2) Details of financial instruments and risks, policies and systems for risk management In order to reduce the credit risks of notes and accounts receivable associated with customers, due dates and amounts outstanding are managed for each customer in accordance with the standards pertaining to the management of loans as determined by each Group company. In addition, a system to regularly obtain and review the credit standing of major clients has been adopted. Marketable securities and investment securities consist primarily of bonds held to maturity and stocks. These investments are exposed to risks associated with changes in market prices. The market values of the securities and the financial standing of the issuers of these investments are regularly monitored. The shareholding status is also reviewed continuously, and relationships with the client companies are taken into account. In addition, bonds held to maturity consist of only highly rated bonds, pursuant to the Group regulations for the management of funds to minimize credit risks. Payables such as notes and trade accounts payable are all due within one year. As some of these payables consist of notes and accounts payable that are denominated in foreign currencies and generated through import of raw materials, they are also exposed to the risk of fluctuations in exchange rates. When significant, these risks are hedged using foreign exchange forward contracts. Almost all income taxes payable are due within two months. Derivative financial instruments of the Group include forward exchange contracts for the purpose of hedging risks of fluctuations in exchange rates of receivables and payables denominated in foreign currencies. With respect to forward exchange contracts, the Finance & Accounting Division formulates an implementation plan for hedging foreign currency risks every half year pursuant to the regulations for management of foreign currency risks and, upon reporting to the Board of Directors, executes transactions, and posts the applicable entries. The results of derivative transactions are also reported to the Board of Directors. See “Derivative Financial Instruments” as stated in the above “Summary of Significant Accounting Policies” for information on hedging instruments, hedged items, hedging policy, and the method by which the effectiveness of hedging is evaluated, as they relate to hedge accounting. While loans payable and accounts payable –other are exposed to liquidity risks, the risks are managed within the Group by producing cash flow plans on a monthly basis. Annual Report 2010 65 3) Supplemental information on market values In addition to value based on quoted market prices, the market value of financial instruments includes fair value which is determined by using valuation techniques. Since certain assumptions are considered in the calculation of such amounts, the adoption of different assumptions may cause prices to vary. Book values and market values of the financial instruments on the consolidated balance sheet at March 31, 2010 are as follows: Book values (1) Cash and time deposits (2) Trade notes (3) Trade accounts (4) Due from parent company, unconsolidated subsidiaries and affiliates (5) Marketable and investment securities (6) Investment in unconsolidated subsidiaries and affiliates Total assets (1) Short-term bank loans (2) Trade notes (3) Trade accounts (4) Due to parent company, unconsolidated subsidiaries and affiliates (5) Income taxes payable Total liabilities Derivative transactions Millions of yen Market values ¥ 13,823 2,791 92,953 ¥ 13,823 2,791 92,953 ¥— — — 25,118 99,993 1,262 ¥235,940 165,800 176 44,682 2,682 8,571 ¥221,911 25,118 100,016 1,262 ¥235,963 165,800 176 44,682 2,682 8,571 ¥221,911 — 23 — ¥23 — — — — — ¥— ¥ ¥ ¥— — — Thousands of U.S. dollars Book values Market values (1) Cash and time deposits (2) Trade notes (3) Trade accounts (4) Due from parent company, unconsolidated subsidiaries and affiliates (5) Marketable and investment securities (6) Investment in unconsolidated subsidiaries and affiliates Total assets (1) Short-term bank loans (2) Trade notes (3) Trade accounts (4) Due to parent company, unconsolidated subsidiaries and affiliates (5) Income taxes payable Total liabilities Derivative transactions Difference Difference $ 148,634 30,011 999,495 $ 148,634 30,011 999,495 $ — — — 270,086 1,075,194 13,570 $2,536,990 1,782,796 1,892 480,452 28,839 92,161 $2,386,140 $ — 270,086 1,075,441 13,570 $2,537,237 1,782,796 1,892 480,452 28,839 92,161 $2,386,140 $ — — 247 — $247 — — — — — $ — $ — Note 1: Basis of determining fair value of financial instruments, and matters pertaining to securities and derivative transactions Assets (1) Cash and time deposits As all time deposits are short-term deposits, fair value is approximately equal to book value and is calculated according to the applicable book value. (2) Trade notes, (3) Trade accounts, (4) Due from parent company, unconsolidated subsidiaries and affiliates As these assets are settled on a short-term basis, fair value is approximately equal to book value and is calculated according to the applicable book value. (5) Marketable and investment securities The fair value of these assets is calculated according to the quoted market price for shares and the price indicated by the applicable financial trading institution for bonds. As negotiable certificates of deposit are settled on a short-term basis, fair value is approximately equal to book value and is calculated according to the applicable book value. See the notes on “Marketable and investment securities” for notes pertaining to securities according to the purpose for which they are held. Liabilities (1) Short-term bank loans, (2) Trade notes, (3) Trade accounts, (4) Due to parent company, unconsolidated subsidiaries and affiliates, (5) Income taxes payable As these liabilities are settled on a short-term basis, fair value is approximately equal to book value and is calculated according to the applicable book value. Derivative transactions See notes on “Derivative transactions.” 66 Dainippon Sumitomo Pharma Co., Ltd. Note 2: Financial instruments for which the ascertainment of a fair value is deemed to be exceedingly difficult and are not included in “(5) Marketable and investment securities, (6) Investment in unconsolidated subsidiaries and affiliates” are as follows: Amount on consolidated balance sheet Millions of yen Thousands of U.S. dollars ¥ 434 ¥ 4,667 Investment in unconsolidated subsidiaries and affiliates 2,490 26,773 Investment in limited partnership 1,895 20,376 Unlisted shares The fair value of unlisted shares and investment in unconsolidated subsidiaries and affiliates is not disclosed given the unavailability of quoted market prices because they are deemed to be exceedingly difficult to ascertain. The fair value of investment in limited partnerships is not disclosed as their assets consist of those deemed to be exceedingly difficult to ascertain, such as unlisted shares. Note 3: Scheduled redemption amounts after the consolidated balance sheet date for monetary claims and securities with period of maturity Within 1 year Over 10 years — ¥— — — — Trade accounts 92,953 — — — Due from parent company, unconsolidated subsidiaries and affiliates 25,118 — — — Marketable and investment securities: Bonds held to maturity (corporate bonds) 2,003 2,991 — — Trade notes Available-for-sale securities with maturities (negotiable certificates of deposit) Available-for-sale securities with maturities (bonds) Total ¥ From 5 years to 10 years 2,791 Cash and time deposits ¥ 13,823 Millions of yen From 1 year to 5 years ¥ — 28,000 — — — 5,326 10,918 — 6,600 ¥170,014 ¥13,909 ¥— ¥6,600 Thousands of U.S. dollars From 1 year From 5 years Within 1 year to 5 years to 10 years — $— 30,011 — — — Trade accounts 999,495 — — — Due from parent company, unconsolidated subsidiaries and affiliates 270,086 — — — Marketable and investment securities: Bonds held to maturity (corporate bonds) 21,538 32,161 — — Cash and time deposits Trade notes Available-for-sale securities with maturities (negotiable certificates of deposit) Available-for-sale securities with maturities (bonds) Total $ 148,634 $ Over 10 years $ — 301,075 — — — 57,269 117,398 — 70,968 $1,828,108 $149,559 $— $70,968 Annual Report 2010 67 6. MARKETABLE AND INVESTMENT SECURITIES Marketable and investment securities as of March 31, 2010 and 2009 consisted of the following: Millions of yen 2010 2009 Thousands of U.S. dollars 2010 Current: ¥ 575 ¥ 1,011 6,754 5,000 72,623 — 2,990 — Negotiable certificates of deposit 28,000 25,500 301,075 MMF 15,856 — 170,495 ¥51,185 ¥34,501 $550,376 ¥28,300 ¥24,930 $304,301 13,908 6,992 149,548 Government/local government bonds Corporate bonds Commercial paper Total $ 6,183 Noncurrent: Equity securities Government and corporate bonds Trust fund investments and other Total 8,929 1,219 96,011 ¥51,137 ¥33,141 $549,860 The carrying amount and aggregate fair value of marketable and investment securities at March 31, 2010 and 2009 were as follows: Millions of yen 2010 Cost Unrealized gains Unrealized losses Fair value Securities classified as: Available-for-sale: Equity securities ¥14,965 ¥13,605 ¥(270) ¥28,300 16,260 13 (29) 16,244 Other securities 6,541 59 — 6,600 Held-to-maturity 4,994 26 (4) 5,016 Bonds and debentures Millions of yen 2009 Cost Unrealized gains Unrealized losses Fair value Securities classified as: Available-for-sale: Equity securities ¥15,044 ¥9,853 ¥(821) ¥24,076 Held-to-maturity 13,003 24 (239) 12,788 Thousands of U.S. dollars 2010 Cost Unrealized gains Unrealized losses Fair value Securities classified as: Available-for-sale: Equity securities $146,290 $(2,903) $304,301 174,839 140 (312) 174,667 Other securities 70,333 635 — 70,968 Held-to-maturity 53,699 279 (43) 53,935 Bonds and debentures 68 $160,914 Dainippon Sumitomo Pharma Co., Ltd. The Company recognized ¥843 million ($9,065 thousand) and ¥281 million as impairment loss on equity securities in available-for-sale securities with determinable market value in the years ended at March 31, 2010 and 2009, respectively. Proceeds from sales of available-for-sale securities were ¥19,882 million ($213,785 thousand) and ¥1 million for the years ended March 31, 2010 and 2009, respectively. On those sales, gross realized gains and losses computed on a moving average cost basis were ¥2 million ($22 thousand) and ¥0 million ($0 thousand), respectively, for the year ended March 31, 2010, and ¥0 million and ¥0 million, respectively, for the year ended March 31, 2009. At March 31, 2010, investment securities of ¥62 million ($667 thousand) were pledged as collateral for accounts payable of ¥219 million ($2,355 thousand). At March 31, 2009, investment securities of ¥34 million were pledged as collateral for accounts payable of ¥218 million. 7. DERIVATIVE TRANSACTIONS Derivative transactions as of March 31, 2010 were as follows: Currency related Hedge accounting method Transaction type Main hedged items Contract amount Appropriation of Forward exchange forward exchange contracts contracts Buy contracts Trade USD accounts/payable 172 EUR 22 Portion over 1 year Market value Millions of yen — — (*) (*) * As forward exchange contracts subject to appropriation are processed in an integrated manner together with the hedged trade accounts/payable, the fair value of the forward exchange contact is included in the fair value of the applicable trade accounts/payable items and stated accordingly. 8. SHORT-TERM BANK LOANS AND LONG-TERM DEBT Short-term bank loans consisted of unsecured loans from banks bearing interest at a rate of 0.93% at March 31, 2010 and at a rate of 1.65% at March 31, 2009. Other liabilities include deposits received from customers in the amount of ¥3,259 million ($35,043 thousand) as of March 31, 2010, bearing interest at a rate of 0.35%, and ¥3,224 million as of March 31, 2009, bearing interest at a rate of 1.98%, respectively. The annual average interest rate applicable to short-term bank loans at March 31, 2010 was 0.93%. Annual Report 2010 69 9. INCOME TAXES The Group is subject to Japanese national and local income taxes which, in the aggregate, resulted in a normal effective statutory tax rate of approximately 40.6% for the years ended March 31, 2010 and 2009. Significant components of deferred tax assets and liabilities as of March 31, 2010 and 2009 were as follows: Millions of yen 2010 2009 Thousands of U.S. dollars 2010 Deferred tax assets: Liability for retirement benefits ¥ 3,016 ¥ 2,605 $ 32,430 799 588 8,591 Accrued bonuses to employees 2,967 3,302 31,903 Reserve for sales rebates 5,932 168 63,785 Loss on devaluation of investment securities 1,265 949 13,602 13,143 9,822 141,323 Accrued enterprise taxes Research and development costs 2,638 2,320 28,366 Net operating loss carried forward 22,110 — 237,742 Amortization of intangible assets 13,140 — 141,290 9,513 — 102,290 Inventories Tax credit for R&D expenses of overseas subsidiaries Other 12,183 6,833 131,001 Gross deferred tax assets 86,706 26,587 932,323 Valuation allowance (5,191) (1,785) (55,818) Total deferred tax assets 81,515 24,802 876,505 Deferred tax liabilities: Unrealized gains on available-for-sale securities Deferred gain on sales of fixed assets Tax effect of intangible assets related to business combination Other Total deferred tax liabilities Net deferred tax assets (5,044) (3,219) (54,237) (663) (694) (7,129) (40,633) — (436,914) (1,092) (15) (11,472) (47,432) (3,928) (510,022) ¥ 34,083 ¥20,874 $ 366,483 A reconciliation between the normal statutory tax rates and the effective tax rates reflected in the accompanying consolidated statement of income for the years ended March 31, 2010 and 2009 was as follows: Normal statutory tax rate 2010 2009 40.6% 40.6% 4.9 5.4 Increase (decrease) in taxes due to: Expenses not deductible for tax purposes (0.4) (0.6) (11.7) (7.1) Amortization of goodwill 1.1 — Change in valuation allowance (1.5) — Other (0.3) (0.5) Effective tax rate 33.3% 37.8% Nontaxable dividend income Tax credits for research and development costs 70 Dainippon Sumitomo Pharma Co., Ltd. 10. RETIREMENT AND SEVERANCE BENEFITS The liability (asset) for employees’ retirement benefits at March 31, 2010 and 2009 consisted of the following: Millions of yen 2010 2009 Projected benefit obligation Fair value of plan assets Thousands of U.S. dollars 2010 ¥ 81,791 ¥ 81,589 $ 879,473 (66,079) (62,348) (710,527) Unrecognized prior service benefit 1,428 1,662 15,355 Unrecognized actuarial gain (loss) (10,102) (15,391) (108,624) Prepaid pension cost Liability for employees’ retirement benefits 2,759 3,742 29,667 ¥ 9,797 ¥ 9,254 $ 105,344 Certain consolidated subsidiaries have adopted a simplified calculation method for projected benefit obligation allowed for small business entities in Japan. The components of net periodic retirement benefit costs were as follows: Millions of yen 2010 2009 Thousands of U.S. dollars 2010 Service cost ¥ 3,166 ¥ 3,286 $ 34,043 Interest cost 1,624 1,621 17,462 Expected return on plan assets (1,159) (1,372) (12,462) (234) (234) (2,516) Amortization of prior service cost Recognized actuarial loss 1,217 301 13,086 Net periodic benefit costs ¥ 4,614 ¥ 3,602 $ 49,613 Contribution payments to defined contribution pension plan Total 706 495 7,591 ¥ 5,320 ¥ 4,097 $ 57,204 The Company has a lump-sum payment plan, a noncontributory defined benefit pension plan and a defined contribution pension plan. The liability for retirement benefits for directors and corporate auditors in the consolidated subsidiaries as of March 31, 2010 and 2009 were ¥51 million ($548 thousand) and ¥42 million, respectively. Assumptions used for the years ended March 31, 2010 and 2009 were as follows: Method of attributing benefits to periods of service Discount rate 2010 2009 straight-line basis straight-line basis 2.0% 2.0% 2.0% 2.0% Amortization period for prior service cost 15 years 15 years Recognition period for actuarial gain/loss 15 years 15 years Expected rate of return on plan assets Annual Report 2010 71 11. SHAREHOLDERS’ EQUITY Under The Japanese Corporate Law (“the Law”) and regulations, the entire amount paid for new shares is required to be designated as common stock. However, a company may, by a resolution of the Board of Directors, designate an amount not exceeding one half of the price of the new shares as additional paid-in capital, which is included in capital surplus. Under the Law, in cases where a dividend distribution of surplus is made, the smaller of an amount equal to 10% of the dividend or the excess, if any, of 25% of common stock over the total of additional paid-in capital and legal reserve must be set aside as additional paid-in capital or legal reserve. Legal reserve is included in retained earnings in the accompanying consolidated balance sheets. Under the Japanese Commercial Code, legal reserve and additional paid-in capital could be used to eliminate or reduce a deficit by a resolution of the shareholders’ meeting or could be capitalized by a resolution of the Board of Directors. Under the Law, both of these appropriations generally require a resolution of the shareholders’ meeting. Additional paid-in capital and legal reserve may not be distributed as dividends, but may be transferred to other capital surplus and retained earnings, respectively, which are potentially available for dividends. The maximum amount that the Company can distribute as dividends is calculated based on the unconsolidated financial statements of the Company in accordance with Japanese laws and regulations. At the annual shareholders’ meeting held on June 25, 2010, the shareholders approved year-end cash dividends of ¥9.00 ($0.09) per share, totaling ¥3,576 million ($38,452 thousand). These appropriations had not been accrued in the consolidated financial statements as of March 31, 2010. Such appropriations are recognized in the period in which they are approved by the shareholders. 12. TRANSACTIONS WITH PARENT COMPANY, UNCONSOLIDATED SUBSIDIARIES AND AFFILIATES Transactions of the Group with the parent company, Sumitomo Chemical Co., Ltd., unconsolidated subsidiaries and affiliates for the years ended March 31, 2010 and 2009 were as follows: Millions of yen 2010 2009 Sales Purchases 72 Dainippon Sumitomo Pharma Co., Ltd. Thousands of U.S. dollars 2010 ¥ 286 ¥1,560 $ 3,075 7,566 9,105 51,355 13. RELATED PARTY TRANSACTIONS Major transactions of the Group with the parent company, Sumitomo Chemical Co., Ltd., for the years ended March 31, 2010 and 2009 were as follows: Millions of yen 2010 2009 Sales of products ¥ 20 ¥ 26 Thousands of U.S. dollars 2010 $ 215 Purchases of products 4,501 5,737 48,398 Payment of other expenses 1,627 1,579 17,495 47 58 505 25,000 10,000 268,817 260 398 2,796 Sales of other assets Loans provided and settled (net) Interest income The balances due to or from the parent company, Sumitomo Chemical Co., Ltd., at March 31, 2010 and 2009 were as follows: Millions of yen 2010 2009 Trade receivable accounts Other current assets ¥ 42 ¥ 61 Thousands of U.S. dollars 2010 $ 452 25,012 50,223 268,946 1,793 3,435 19,280 Trade payable accounts 14. LEASES The Group leases certain machinery, computer equipment, office space and other assets. Total rental expenses for the years ended March 31, 2010 and 2009 were ¥6,920 million ($74,409 thousand) and ¥7,147 million, respectively, including ¥513 million ($5,516 thousand) and ¥867 million of lease payments under finance leases. Pro forma information for leased property including acquisition cost, accumulated depreciation, obligations under finance leases and depreciation expense for finance leases that do not transfer ownership of the leased property to the lessee on an “as if capitalized” basis for the years ended March 31, 2010 and 2009 was as follows: Millions of yen 2010 2009 Thousands of U.S. dollars 2010 Machinery and equipment: Acquisition cost Accumulated depreciation Net leased property ¥ 1,775 ¥ 3,227 $ 19,086 (1,404) (2,338) (15,097) 889 $ 3,989 ¥ 371 ¥ Millions of yen 2010 2009 Thousands of U.S. dollars 2010 Obligations under finance leases: Due within one year Due after one year Total ¥274 ¥516 $2,946 97 373 1,043 ¥371 ¥889 $3,989 Annual Report 2010 73 15. BUSINESS COMBINATIONS Acquisition of Sepracor Inc. a. Name of acquired company, description of its business, main reasons for undertaking the business combination, date and legal form of business combination, name of combined entity, ratios of acquired voting rights, and main basis behind the determination of the acquiring company 1. Name of acquired company and description of its business Name of acquired company: Sepracor Inc. Description of business: Research and development into and the production, marketing, and sales of ethical drugs for areas such as the central nervous system and the respiratory system. 2. Main reasons for undertaking business combination To establish a sales system in the United States and facilitate early market penetration for lurasidone. To allow for the rapid maximization of sales, significantly expanding our overseas operations and further fortifying our development pipeline in the United States. 3. Date of business combination October 15, 2009 4. Legal form of business combination Acquisition of shares for cash consideration 5. Name of combined entity Sepracor Inc. 6. Ratios of acquired voting rights Ratio of voting rights owned prior to the acquisition of shares: 0% Ratio of voting rights after acquisition: 100% 7. Main basis behind the determination of the acquiring company Aptiom, Inc., an indirect wholly owned subsidiary, acquired 100% of the shares of Sepracor Inc. for cash consideration b. Term of performance of the acquired company included in the consolidated financial statements From October 15, 2009 to December 31, 2009 c. Cost of acquisition and form of consideration The acquisition cost was 2,506 million US dollars and the consideration was cash. d. Amount of accrued goodwill, cause of accrual, amortization method, amortization period 1. Amount of goodwill: ¥82,986 million ($913,847 thousand) 2. Cause of accrual: As the cost of acquisition exceeded the net amount allocated to acquired assets and assumed liabilities, the difference has been posted as goodwill. 3. Amortization method and amortization period Straight-line method for 20 years 4. The amount of goodwill has been calculated on a tentative basis. e. Total assets acquired and liabilities assumed on the date of business combination and the main components thereof Millions of yen Current assets Fixed assets Total assets Current liabilities Long-term liabilities Total liabilities ¥ 93,392 226,433 319,825 83,182 9,028 ¥ 92,210 Thousands of U.S. dollars $1,028,436 2,493,475 3,521,911 916,001 99,418 $1,015,419 f. The cost of acquisition allocated to intangible fixed assets other than goodwill and amortization periods by main components Main components Patent rights In-process research and development Millions of yen ¥108,654 5,358 Amount Thousands of U.S. dollars $1,168,323 57,613 Amortization period 1 to 10 years available period g. Estimated impact on the consolidated statements of income for the year ended March 31, 2010, assuming that the business combination was concluded on April 1, 2009, was as follows: (Unaudited) Millions of yen Net sales Ordinary income Net income ¥ 96,700 (14,700) (15,800) Thousands of U.S. dollars $1,021 (156) (168) These unaudited amounts were calculated according to the difference between unaudited information on sales and income calculated on the assumption that the business combination was concluded on April 1, 2009 and information on sales and income contained in the consolidated statements of income of the acquiring company. 74 Dainippon Sumitomo Pharma Co., Ltd. 16. SEGMENT INFORMATION The Group operates in two business segments: “Pharmaceuticals” and “Other products.” Business segment information for the Group for the years ended March 31, 2010 and 2009 was as follows: Millions of yen 2010 Other Pharmaceuticals products Total Eliminations/ corporate Consolidated I.Sales and operating income ¥236,755 ¥59,507 ¥296,262 — ¥296,262 Total 236,755 59,507 296,262 — 296,262 Operating expenses 203,741 56,896 260,637 — 260,637 Operating income ¥ 33,014 ¥ 2,611 ¥ 35,625 — ¥ 35,625 ¥498,057 ¥22,922 ¥520,979 ¥105,764 ¥626,743 17,671 172 17,843 — 17,843 6,321 150 6,471 — 6,471 Millions of yen 2009 Other Pharmaceuticals products Total Eliminations/ corporate Consolidated Sales to customers Intersegment sales and transfers II.Identifiable assets, depreciation and capital expenditures Identifiable assets Depreciation Capital expenditures I.Sales and operating income Sales to customers ¥206,816 ¥57,221 ¥264,037 — ¥264,037 Total 206,816 57,221 264,037 — 264,037 Operating expenses 176,981 55,890 232,871 — 232,871 Operating income ¥ 29,835 ¥ 1,331 ¥ 31,166 — ¥ 31,166 Intersegment sales and transfers II.Identifiable assets, depreciation and capital expenditures Identifiable assets ¥217,660 ¥21,026 ¥238,686 ¥152,609 ¥391,295 Depreciation 10,542 182 10,724 — 10,724 Capital expenditures 10,387 182 10,569 — 10,569 Thousands of U.S. dollars 2010 Other Eliminations/ Pharmaceuticals products Total corporate Consolidated I.Sales and operating income Sales to customers $2,545,753 $639,860 $3,185,613 — $3,185,613 2,545,753 639,860 3,185,613 — 3,185,613 Intersegment sales and transfers Total Operating expenses 2,190,763 611,785 2,802,548 — 2,802,548 Operating income $ 354,990 $ 28,075 $ 383,065 — $ 383,065 $5,355,452 $246,473 $5,601,925 $1,137,247 $6,739,172 II.Identifiable assets, depreciation and capital expenditures Identifiable assets Depreciation Capital expenditures 190,011 1,849 191,860 — 191,860 67,968 1,613 69,581 — 69,581 Annual Report 2010 75 Business segments comprise the following: Business Segment Major Products Pharmaceuticals Other Products Cardiovascular system drugs Antibacterial and antibiotic agents Central nervous system and antiallergic drugs Gastrointestinal drugs Animal health products Feeds and feed additives Food additives Diagnostics Other products (industrial chemicals, research reagents and instruments, etc.) Geographical segment information for the Group for the year ended March 31, 2010 was as follows: Millions of yen 2010 Japan North America China Total Eliminations/ corporate I. Sales and operating income Sales to customers ¥263,467 ¥ 28,648 ¥4,147 ¥296,262 ¥ — Intersegment sales and transfers 1,362 1,304 463 3,129 3,129 Total 264,829 29,952 4,610 299,391 3,129 Operating expenses 227,874 32,111 3,738 263,723 3,086 Operating income (loss) ¥ 36,955 ¥ (2,159) ¥ 872 ¥ 35,668 ¥ 43 II. Identifiable assets ¥575,500 ¥281,047 ¥2,852 ¥859,399 ¥232,656 Thousands of U.S. dollars 2010 Japan North America China Total Eliminations/ corporate Consolidated ¥296,262 — 296,262 260,637 ¥ 35,625 ¥626,743 Consolidated I. Sales and operating income Sales to customers $2,832,978 $ 308,043 $44,591 $3,185,613 $ — $3,185,613 Intersegment sales and transfers 14,645 14,022 4,978 33,645 33,645 — Total 2,847,624 322,065 49,569 3,219,258 33,645 3,185,613 Operating expenses 2,450,258 345,280 40,194 2,835,731 33,183 2,802,549 $ 397,366 $ (23,215) $ 9,375 $ 383,527 $ Operating income (loss) 462 $ 383,065 II. Identifiable assets $6,188,172 $3,022,011 $30,667 $9,240,849 $2,501,677 $6,739,172 Geographical segment information for the year ended March 31, 2009 is not disclosed because none of the Company’s consolidated subsidiaries were located outside Japan. 76 Dainippon Sumitomo Pharma Co., Ltd. Overseas sales information for the Group for the years ended March 31, 2010 and 2009 was as follows: Overseas sales Millions of yen 2010 2009 North America Europe Asia and Other Total ¥28,947 17,059 7,009 ¥53,015 ¥ 281 17,681 4,089 ¥22,051 Thousands of U.S. dollars 2010 $311,258 183,430 75,366 $570,054 Percentage of consolidated net sales 2010 2009 North America Europe Asia and Other Total 9.8% 5.7 2.4 17.9% 0.1% 6.7 1.6 8.4% 17. CONTINGENT LIABILITIES Contingent liabilities for guarantees of indebtedness of an affiliate and for employees’ housing loans guaranteed at March 31, 2010 were as follows: Millions of yen Guarantees of indebtedness Loans guaranteed ¥791 213 Thousands of U.S. dollars $8,505 2,290 18. LITIGATION a. An appeal filed on April 6, 2009 by Wakunaga Pharmaceutical Co., Ltd. (“Wakunaga”) to the Japanese Supreme Court, of a judgment rendered by the Osaka High Court in favor of the Company on March 24, 2009, involving litigation between Wakunaga and the Company arising from the termination of a license agreement between Wakunaga and the Company concerning the new compound quinolone, was rejected by the Japanese Supreme Court on April 22, 2010. As a result, the judgment of the Osaka High Court in favor of the Company was confirmed, and the litigation has been completed. b. In April 2007, Dey, L.P. and Dey, Inc. (together, “Dey”) filed a lawsuit in the U.S. District Court for the Southern District of New York against Sepracor, alleging that the manufacture and sale of BROVANA® Inhalation Solution infringes or will induce infringement of a single United States patent owned by Dey. Sepracor is currently litigating this matter. Annual Report 2010 77 Independent Auditors’ Report To the Board of Directors of Dainippon Sumitomo Pharma Co., Ltd.: We have audited the accompanying consolidated balance sheets of Dainippon Sumitomo Pharma Co., Ltd. (the “Company”) and its consolidated subsidiaries as of March 31, 2010 and 2009, and the related consolidated statements of income, changes in net assets and cash flows for the years then ended expressed in Japanese yen. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to independently express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dainippon Sumitomo Pharma Co., Ltd. and its consolidated subsidiaries as of March 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in Japan. Without qualifying our opinion, we draw attention to the following. (1) As discussed in Note 2(q) to the Notes to consolidated financial statements, the Company has adopted the Accounting Standard for Business Combinations (Accounting Standards Board of Japan Statement No. 21, dated December 26, 2008) and several other related standard changes from the year ended March 31, 2010. (2) As discussed in Note 2(d) to the Notes to consolidated financial statements, the Company and its domestic consolidated subsidiaries have adopted the Accounting Standard for Measurement of Inventories from the year ended March 31, 2009. The U.S. dollar amounts in the accompanying consolidated financial statements with respect to the year ended March 31, 2010 are presented solely for convenience. Our audit also included the translation of yen amounts into U.S. dollar amounts and, in our opinion, the translation was made on the basis described in Note 1 to the Notes to consolidated financial statements. Osaka, Japan June 25, 2010 78 Dainippon Sumitomo Pharma Co., Ltd. Corporate Data (As of March 31, 2010) Name Dainippon Sumitomo Pharma Co., Ltd. Establishment May 14, 1897 Administrator of Shareholders’ Register The Sumitomo Trust & Banking Co., Ltd. Date of Merger October 1, 2005 Headquarters 6-8 Doshomachi 2-chome, Chuo-ku, Osaka 541-0045, Japan TEL: +81-6-6203-5321 FAX: +81-6-6202-6028 Capital ¥22.4 billion Lead Managers (Main) Daiwa Securities Capital Markets Co., Ltd.; (Sub) Nikko Cordial Securities Inc. Main Banks Sumitomo Mitsui Banking Corporation; The Bank of Tokyo-Mitsubishi UFJ, Ltd. Key Facilities Headquarters (Osaka), Tokyo Office (Tokyo), Osaka Center (Osaka), 25 Branches, 4 Plants (Mie, Osaka, Ehime, Oita), 2 Research Laboratories (Osaka), 2 Distribution Centers (Saitama, Hyogo) Employees 7,407 (consolidated), 4,686 (non-consolidated) Total Number of Shares Issued 397,900,154 Total Number of Shareholders 18,702 Major Consolidated Subsidiaries Stock Exchange Listings First Sections of Tokyo and Osaka Securities Code 4506 Independent Public Accountants KPMG AZSA & Co. Fiscal Year-end March 31 Gokyo Trading Co., Ltd. DS Pharma Biomedical Co., Ltd. Dainippon Sumitomo Pharma America Holdings, Inc. (U.S.) Sepracor Inc. (U.S.) Sumitomo Pharmaceuticals (Suzhou) Co., Ltd. (China) Ordinary General Meeting of Shareholders June Principal Shareholders Composition of Shareholders Name No. of Shares Held (Thousands of Shares) Percentage of Issued Shares 199,434 50.20 27,282 6.87 The Master Trust Bank of Japan, Ltd. (Trust Account) 13,552 3.41 Nippon Life Insurance Company 10,530 2.65 Financial Japan Trustee 59.93% Services Bank, Ltd. (Trust Account for Institutions 19.66% Sumitomo Mitsui Banking Corporation’s retirement benefits) 8,867 2.23 7,000 1.76 Sumitomo Life Insurance Company 5,776 1.45 Nissay Dowa General Insurance Co., Ltd. 4,928 1.24 Dainippon Sumitomo Pharma Employee Shareholding Association 3,310 0.83 JPMorgan Securities Japan Co., Ltd. 3,277 0.82 Sumitomo Chemical Co., Ltd. Firms Individuals andOthers Financial Instruments 2.28% 7.79% Inabata & Co., Ltd. Foreign Corporations 10.34% Japan Trustee Other Services Bank, Ltd. (Trust Account) Corporations Individuals and Others 7.79% Financial Instruments Firms 2.28% Foreign Corporations 10.34% Financial Institutions 19.66% Other Corporations 59.93% Note: The 585,644 shares of treasury stock consist of 585,600 shares in “Individuals and Others” and 44 odd-lot shares. Note: Calculation of the percentage of issued shares does not include treasury stock (584,644 shares). Stock Share (Yen) (Thousand of shares) 1,200 Stock Price Turnover 100,000 (Yen) 1,200 Stock Price 1,000 800 80,000 1,000 60,000 800 40,000 600 20,000 600 400 200 400 0 Apr. 08 Jun. Aug. Oct. Dec. Feb. 09 Apr. Jun. Aug. Oct. Dec. 0 Feb. 10 Apr. Jun. 200 Annual Report 2010 0 79 Dainippon Sumitomo Pharma Co., Ltd. 6-8 Doshomachi 2-chome, Chuo-ku, Osaka 541-0045, Japan TEL: +81-6-6203-5321 FAX: +81-6-6202-6028 http//www.ds-pharma.com This brochure was printed in Japan on FSC-certified paper using 100% soy ink. Printed in Japan